In the matter of Recce Pharmaceuticals Ltd [2021] NSWSC 1316

In the matter of Recce Pharmaceuticals Ltd [2021] NSWSC 1316

Relief under s 1322 was appropriate due to honest and inadvertent administrative error in failing to issue cleansing notice for a small number of shares; no substantial injustice resulted; validating sales and offers and deeming cleansing notice timely preserves trading integrity and complies with public policy and prior case law.

Jurisdiction
Australia
Judgment Date
12 October 2021
Procedural Posture
Originating Process / Final Orders Following Ex Tempore Judgment
Outcome
Orders made validating acts, relieving civil liability, extending time to issue cleansing notice, deeming cleansing notice effective from date of issue, requiring notice to regulators and affected parties, and reserving liberty to apply.
Legal Topics
['securities' 'disclosure Requirements' 'cleansing Notice' 'relief Under S 1322' 'administrative Errors']
['corporations Law'] ['securities' 'disclosure Requirements' 'cleansing Notice' 'relief Under S 1322' 'administrative Errors']

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Procedural Posture

Originating Process / Final Orders Following Ex Tempore Judgment

Legal Issues

  1. 1 ['Whether orders should be made validating sales/offers of certain shares issued without a cleansing notice under s 708A of the Corporations Act' 'Whether relief under s 1322 of the Corporations Act should be granted for inadvertent administrative noncompliance']

Ratio Decidendi

Relief under s 1322 was appropriate due to honest and inadvertent administrative error in failing to issue cleansing notice for a small number of shares; no substantial injustice resulted; validating sales and offers and deeming cleansing notice timely preserves trading integrity and complies with public policy and prior case law.

Court Disposition

Orders made validating acts, relieving civil liability, extending time to issue cleansing notice, deeming cleansing notice effective from date of issue, requiring notice to regulators and affected parties, and reserving liberty to apply.

Orders

  • ['Declaration regarding validity of sales or offers of affected shares since issue' 'Order relieving persons from civil liability under ss 707 or 727' 'Order extending time for cleansing notice under s 708A(5) to 8 October 2021' 'Order deeming cleansing notice effective from 2 September 2021' 'Order for notices to...