Australian Securities and Investments Commission v iSignthis Limited [2024] FCA 669

Australian Securities and Investments Commission v iSignthis Limited [2024] FCA 669

iSignthis Limited engaged in misleading or deceptive conduct by representing, during the Analyst Briefing of 3 August 2018, that less than 15% of its June 2018 quarter revenue was from one-off integration fees, when the true proportion was approximately 75%. This misrepresentation and failure to disclose the material composition of one-off revenue and the circumstances of Visa's termination, both at the time and in subsequent responses to the ASX, breached continuous disclosure obligations under s 674(2) of the Corporations Act. Mr Karantzis, as CEO and director, was knowingly involved in these breaches and further failed in his directorial duties under s 180(1) and s 674(2A), as he was...

Jurisdiction
Australia
Judgment Date
21 June 2024
Procedural Posture
Civil Proceeding / Liability Judgment
Outcome
Liability established for contraventions of Corporations Act and ASX Listing Rules; further orders to be determined after parties confer.
Legal Topics
['continuous Disclosure' 'misleading or Deceptive Conduct' "directors' Duties" 'market Disclosure' 'asx Listing Rules']
['corporations'] ['continuous Disclosure' 'misleading or Deceptive Conduct' "directors' Duties" 'market Disclosure' 'asx Listing Rules']

Case Brief

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Procedural Posture

Civil Proceeding / Liability Judgment

Legal Issues

  1. 1 ['Whether iSignthis Limited engaged in misleading or deceptive conduct in relation to a financial product, contrary to s 1041H of the Corporations Act 2001 (Cth)' 'Whether iSignthis Limited breached its continuous disclosure obligations under s 674(2) of the Corporations Act 2001 (Cth)' 'Whether Mr Karantzis, as director, breached s 180(1), s 674(2A), and s 1309(2) and (12) of the Corporations Act 2001 (Cth)' 'Whether exceptions to ASX Listing Rule 3.1 contained in Listing Rule 3.1A applied' 'Whether Mr Karantzis breached ss 181 and 182 of the Corporations Act 2001 (Cth)']

Ratio Decidendi

iSignthis Limited engaged in misleading or deceptive conduct by representing, during the Analyst Briefing of 3 August 2018, that less than 15% of its June 2018 quarter revenue was from one-off integration fees, when the true proportion was approximately 75%. This misrepresentation and failure to disclose the material composition of one-off revenue and the circumstances of Visa's termination, both at the time and in subsequent responses to the ASX, breached continuous disclosure obligations under s 674(2) of the Corporations Act. Mr Karantzis, as CEO and director, was knowingly involved in these breaches and further failed in his directorial duties under s 180(1) and s 674(2A), as he was...

Court Disposition

Liability established for contraventions of Corporations Act and ASX Listing Rules; further orders to be determined after parties confer.

Orders

  • ['The parties to file and serve an agreed minute of orders to give effect to reasons and for further conduct, or, if no agreement, competing minutes and short submissions by 12 July 2024.' 'Further case management hearing to be scheduled on a date to be fixed.' 'Costs reserved.' 'Liberty to apply.']