Silver Lake Resources Limited, in the matter of Silver Lake Resources Limited [2012] FCA 32

Silver Lake Resources Limited, in the matter of Silver Lake Resources Limited [2012] FCA 32

The orders validating trading in the affected shares and relieving sellers from any civil liability were justified because the company's failure to issue a cleansing notice was inadvertent, all parties acted honestly, and no substantial injustice has or is likely to be caused to any person.

Jurisdiction
Australia
Judgment Date
31 January 2012
Procedural Posture
Corporations / Application for Declaratory and Remedial Orders Under the Corporations Act
Outcome
Orders made validating trading in affected shares and relieving sellers from civil liability; application granted.
Legal Topics
['share Issuance' 'secondary Trading' 'disclosure Requirements' 'validation of Trading' 'relief From Civil Liability']
['corporations Law'] ['share Issuance' 'secondary Trading' 'disclosure Requirements' 'validation of Trading' 'relief From Civil Liability']

Case Brief

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Procedural Posture

Corporations / Application for Declaratory and Remedial Orders Under the Corporations Act

Legal Issues

  1. 1 ['Whether trading in shares issued in breach of s 707(3) and s 708A(5)(e) of the Corporations Act 2001 (Cth) should be validated' 'Whether civil liability should be relieved for failure to comply with statutory disclosure obligations']

Ratio Decidendi

The orders validating trading in the affected shares and relieving sellers from any civil liability were justified because the company's failure to issue a cleansing notice was inadvertent, all parties acted honestly, and no substantial injustice has or is likely to be caused to any person.

Court Disposition

Orders made validating trading in affected shares and relieving sellers from civil liability; application granted.

Orders

  • ['Any offer for sale or sale of the shares issued to persons listed in Annexure A is not invalid by reason of failure to comply with s 708A(5)(e) of the Corporations Act 2001 (Cth).' 'Sellers of shares listed in Annexure A wholly relieved from any civil liability arising out of contravention of s 707(3) or failure...