Gillfillan & Ors v Australian Securities & Investments Commission [2012] NSWCA 370

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Gillfillan & Ors v Australian Securities & Investments Commission [2012] NSWCA 370 Hearing dates: 20, 21, 22 August 2012 Decision date: 12 November 2012 Before: Beazley JA at [1] Barrett JA at [3] Sackville AJA at [18] Decision: See orders at [363] - [365] [Note: The Uniform Civil Procedure Rules 2005 provide (Rule 36.11) that unless the Court otherwise orders, a judgment or order is taken to be entered when it is recorded in the Court's computerised court record system. Setting aside and variation of judgments or orders is dealt with by Rules 36.15, 36.16, 36.17 and 36.18. Parties should in particular note the time limit of fourteen days in Rule 36.16.] Catchwords: CORPORATIONS - contraventions of s 180(1) of the Corporations Act by seven non-executive directors of a listed corporation - contraventions relate to approval at a Board meeting of an Announcement by the corporation - declarations of contravention not in dispute following an appeal to the High Court - primary Judge disqualified each director for five years and imposed a pecuniary penalty of $30,000 - whether penalties involved error - whether primary Judge correctly applied the parity principle - assessment of penalties - factors to take into account - significance of "de facto" period of disqualification pending High Court appeal - significance of absence of finding of dishonesty - materiality of testimonial evidence.

CORPORATIONS - two non-executive directors attend meeting by telephone from the United States - they neither see the Draft Announcement nor ask to see it - whether the US Directors should be relieved from liability under ss 1317S(2) or 1318(1) of the Corporations Act - whether circumstances justify different penalties being imposed on the US Directors.