Corporations Law- Assignment (Solved)

Running Head: CORPORATION LAW
CORPORATION LAW
Name of the Student:
Name of the University:
Author Note

1CORPORATION LAW
Case Introduction
The case Gore v Australian Securities and Investments Commission [2017] FCAFC 13 has
reiterated that officers, directors and advisors of a company can be held to be personally
liable as an accessory breach of the Corporations Act 2001 by any other director, officer or
advisor. They can be held personally liable for particularly in a scenario which involves
issues of disclosure of securities as provided in Part 6D.2. In this case, Gore v ASIC, Ms.
Mariana Gore made an appeal against the decision of the lower court, which had given the
verdict involving:
 Injunction for time period of seven and a half years according to the provision as
provided in section 1324 of the Corporations Act 2001 restricting her to engage or
carry on any business in the industry of financial services.
 The lower court had given the verdict after it was convinced that the defendant, Mrs
Gore had knowingly contravened the provisions of sections 727(1) and section
727(2). She had offered securities without the issuance of a current disclosure
document. The court held that the defendant had also breached section 1041H and
section 12DA of the Australian Securities and Investments Commission Act
2001while she engaged in isleading and deceptive conduct.
The ASIC had cross-appealed against the terms of the injunction and on the ground that the
terms of the injunction was inadequate. However, the Federal Court dismissed the appeal.
Breach of duties involved in this scenario
In this scenario the provisions of Accessorial liability of a person in aiding another person to
contravene the provisions of the Corporations Act is relevant. It can be stated in accordance
with section 79 of the Corporations Act 2001 a person can be found guilty or personally

2CORPORATION LAW
liable if it is established that the former person was involved in the contravention of
provisions of the Corporations Act by the latter person. However, it has been clearly provided
that for being involved in the process of contravention a person:
 Must have abetted, aided, counselled or procured in the contravention
 Directly or indirectly knowingly had been involved in the contravention
 Conspired about the effect of the contravention or the act of aiding another person in
the contravention with others.
It can be stated that Ms. Gore had been knowingly concerned and involved in the
contravention of section 727(1) and 727(2) of the Corporations Act 2001. It has been
specifically provided in section 727(1) of the Corporations Act 2001 that any person, who is
in charge of the operations of business, must not offer securities or issue a form of application
for offering securities, which needs to be disclosed to the investors under part 6D.2 of the
Corporations Act unless ASIC has received the disclosure document for which the securities
had been offered. In section 727(2), it has been provided that a person must not make an
offer of securities or issue application form for offering securities, which needs to be
disclosed to the investors under part 6.2 unless:
 A prospectus is issued for conveying the offer of securities
 A profile statement and a prospectus are issued to convey the offer of securities
 An information statement is used for the offer.
In this caseMsGore had also been concerned with the contravention of section 1041H of the
Corporations Act 2001. It has been provided in section 1041H that any person who engages
in misleading and deceptive conduct will incur civil liability. In subsection 1041H(2) the
definition of engaging in misleading and conduct in relation to financial product has been
given.