Australian Securities and Investments Commission v Mariner Corporation Limited [2015] FCA 589

Australian
Securities and
Investments
Commission v
Mariner
Corporation
Limited [2015]
FCA 589

Case introduction
◂ The decision given in Australian Securities and
Investments Commission v Mariner Corporation Limited
[2015] FCA 589 was based on the applicability of
different sections covered under the Corporations Act,
2001 (Cth). The first matter which was dealt with in this
case was the prohibition put through the act through
section 621(2) on the bluffing bids (Jade, 2018).
◂ This case is also important from the viewpoint of director
duties, particularly in context of the ability of directors in
invoking the business judgment rule (Prickett and Teo,
2015).
2

Facts of ASIC v Mariner
◂ On June 25th 2012, Mariner put out a statement to ASX where
the announcement regarding company having made a
conditional offer to Austock for acquisition of all of their shares
@ 10.5 cents per share (Ricci and Miyairi, 2016).
◂ This was deemed as an off market offer. It was the view of
Mariner board that the value of Austock was $20 million approx,
which was needed for funding the takeover.
◂ The company got a letter from Austock which provided that the
offer was invalid based on price per share which was offered,
and this led to an increase in the bid by 11 cents, so as to allow
for minimum bid price rule being met.
◂ However, another company did put a more attractive offer,
resulting in the takeover bid of Mariner falling apart (Usher Levi,
2016). 3