ASIC v Australian Investors Forum Pty Ltd & Ors (No 2) [2005] NSWSC 267

ASIC v Australian Investors Forum Pty Ltd & Ors (No 2) [2005] NSWSC 267

Numerous contraventions of the Corporations Act 2001 (Cth) were found proven against the second and third defendants: AIF contravened disclosure provisions when offering shares without a disclosure document and without complying with s.708(10) exemption; Mr Lloyd-Cocks was involved with actual knowledge in several of those contraventions, breached director’s duties through dishonest and improper purpose transactions, and was involved in breaches of dealer’s licence conditions and related party prohibitions. Mr Anthony, while an undischarged bankrupt, managed corporations contrary to s.206A, participated and authorised dishonest and improper transactions for benefit of himself and...

Parties
Plaintiff: Australian Securities & Investments Commission; First Defendant: Australian Investors Forum Pty Ltd; Second Defendant: Dennis Ralph Anthony; Third Defendant: Martin Lloyd-Cocks; Fourth Defendant: Dominic Luvara; Fifth Defendant: Peter Victor Topperwien; Sixth Defendant: Bud Shaheen; Seventh Defendant: Australian Capital Forum Pty Ltd; Eighth Defendant: Medionics Pty Ltd; Ninth Defendant: Sage Global Fund Ltd; Tenth Defendant: Techlogica Pty Ltd; Eleventh Defendant: Suisse Credit Pty Ltd; Twelfth Defendant: Swiss Pacific Inc; Thirteenth Defendant: Nominee Securities Pty Ltd; Fourteenth Defendant: Finance Projects Pty Ltd; Fifteenth Defendant: Money Mint Pty Ltd; Sixteenth Defendant: Casabanca Pty Ltd; Seventeenth Defendant: Business Franchises Pty Ltd; Eighteenth Defendant: Webfeatures Pty Ltd; Nineteenth Defendant: Sacvere Pty Ltd; Twentieth Defendant: Associated Asset Management; Twenty First Defendant: IT Genius Pty Ltd; Twenty Second Defendant: Moneytec Investment Management Ltd; Twenty Third Defendant: Metrobank Pty Ltd; Twenty Fourth Defendant: Australian Equity Forum Pty Ltd; Twenty Fifth Defendant: Tax Law Accounting Pty Ltd; Twenty Sixth Defendant: Tax Law Accounting Partnership Pty Ltd; Twenty Seventh Defendant: Biotech Securities Ltd; Twenty Eighth Defendant: Arbitrage Trading Pty Ltd; Twenty Ninth Defendant: Whitton & Lombe
Jurisdiction
Australia
Judgment Date
04 April 2005
Procedural Posture
Civil / Liability Judgment, Further Evidence and Submissions as to Consequential Relief Stood Over
Outcome
Numerous contraventions of the Corporations Act found proved; proceedings stood over for evidence and submissions as to consequential relief. Orders as to relief and costs reserved.
Legal Topics
Director Duties, Disclosure Requirements, Promoter Liability, Dealers Licence Conditions, Management by Bankrupts, Related Party Transactions, Share Dilution, Remedies for Breach, Corporations Act Civil Penalty
Corporations Law Equity Bankruptcy Director Duties Disclosure Requirements Promoter Liability Dealers Licence Conditions Management by Bankrupts +4 more

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Parties

Australian Securities & Investments Commission

Plaintiff

Australian Investors Forum Pty Ltd

First Defendant

Dennis Ralph Anthony

Second Defendant

Martin Lloyd-Cocks

Third Defendant

Dominic Luvara

Fourth Defendant

Peter Victor Topperwien

Fifth Defendant

Bud Shaheen

Sixth Defendant

Australian Capital Forum Pty Ltd

Seventh Defendant

Medionics Pty Ltd

Eighth Defendant

Sage Global Fund Ltd

Ninth Defendant

Techlogica Pty Ltd

Tenth Defendant

Suisse Credit Pty Ltd

Eleventh Defendant

Swiss Pacific Inc

Twelfth Defendant

Nominee Securities Pty Ltd

Thirteenth Defendant

Finance Projects Pty Ltd

Fourteenth Defendant

Money Mint Pty Ltd

Fifteenth Defendant

Casabanca Pty Ltd

Sixteenth Defendant

Business Franchises Pty Ltd

Seventeenth Defendant

Webfeatures Pty Ltd

Eighteenth Defendant

Sacvere Pty Ltd

Nineteenth Defendant

Associated Asset Management

Twentieth Defendant

IT Genius Pty Ltd

Twenty First Defendant

Moneytec Investment Management Ltd

Twenty Second Defendant

Metrobank Pty Ltd

Twenty Third Defendant

Australian Equity Forum Pty Ltd

Twenty Fourth Defendant

Tax Law Accounting Pty Ltd

Twenty Fifth Defendant

Tax Law Accounting Partnership Pty Ltd

Twenty Sixth Defendant

Biotech Securities Ltd

Twenty Seventh Defendant

Arbitrage Trading Pty Ltd

Twenty Eighth Defendant

Whitton & Lombe

Twenty Ninth Defendant

Procedural Posture

Civil / Liability Judgment, Further Evidence and Submissions as to Consequential Relief Stood Over

Legal Issues

  1. 1 Whether directors and officers contravened disclosure and related party provisions of the Corporations Act
  2. 2 Whether company contravened dealer’s licence conditions
  3. 3 Whether undischarged bankrupt participated in management in breach of Act

Ratio Decidendi

Numerous contraventions of the Corporations Act 2001 (Cth) were found proven against the second and third defendants: AIF contravened disclosure provisions when offering shares without a disclosure document and without complying with s.708(10) exemption; Mr Lloyd-Cocks was involved with actual knowledge in several of those contraventions, breached director’s duties through dishonest and improper purpose transactions, and was involved in breaches of dealer’s licence conditions and related party prohibitions. Mr Anthony, while an undischarged bankrupt, managed corporations contrary to s.206A, participated and authorised dishonest and improper transactions for benefit of himself and...

Court Disposition

Numerous contraventions of the Corporations Act found proved; proceedings stood over for evidence and submissions as to consequential relief. Orders as to relief and costs reserved.

Orders

  • Proceedings stood over for hearing as to relief sought in Further Amended Statement of Claim.