Gold Mountain Limited, in the matter of Gold Mountain Limited [2021] FCA 772

Gold Mountain Limited, in the matter of Gold Mountain Limited [2021] FCA 772

It is just and equitable to make validation orders for share transactions where cleansing notices were not given due to honest mistake and where no substantial injustice results; sellers are relieved of civil liability relating to such contraventions.

Parties
Plaintiff: Gold Mountain Limited
Jurisdiction
Australia
Judgment Date
02 July 2021
Procedural Posture
Corporations Validation Application / First Hearing; Orders Made and Part Adjourned
Outcome
Validation orders made for specified share issues; relief from civil liability granted; application as to other issues adjourned; no order as to costs.
Legal Topics
Validation of Share Issues, Cleansing Notice Requirements, Disclosure Obligations, Relief From Civil Liability
Corporations Law Validation of Share Issues Cleansing Notice Requirements Disclosure Obligations Relief From Civil Liability

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Parties

Gold Mountain Limited

Plaintiff

Procedural Posture

Corporations Validation Application / First Hearing; Orders Made and Part Adjourned

Legal Issues

  1. 1 Whether orders should be made validating offers for sale and sales of shares issued without cleansing notices
  2. 2 Whether sellers of shares should be relieved from civil liability for contraventions
  3. 3 Whether making such orders is just and equitable and causes no substantial injustice

Ratio Decidendi

It is just and equitable to make validation orders for share transactions where cleansing notices were not given due to honest mistake and where no substantial injustice results; sellers are relieved of civil liability relating to such contraventions.

Court Disposition

Validation orders made for specified share issues; relief from civil liability granted; application as to other issues adjourned; no order as to costs.

Orders

  • Court declares offers for sale or sale of specified shares are not invalid due to contravention of s 707(3) or s 727(1).
  • Sellers of specified shares are relieved from civil liability arising from contraventions.