Wangle Technologies Ltd, in the matter of Wangle Technologies Ltd [2018] FCA 864

Wangle Technologies Ltd, in the matter of Wangle Technologies Ltd [2018] FCA 864

The Court held that ordinary shareholders who sold shares issued in breach of the disclosure provisions did not act dishonestly, there was no substantial injustice, and it was just and equitable to validate share sales and relieve civil liability pursuant to section 1322 of the Corporations Act.

Parties
Plaintiff: Wangle Technologies Ltd
Jurisdiction
Australia
Judgment Date
07 June 2018
Procedural Posture
Corporations Law Application / Final Hearing and Judgment
Outcome
Declarations and orders granted
Legal Topics
Disclosure Requirements, Validity of Securities Issue, Civil Liability Relief, Procedure Under Section 1322
Corporations Law Disclosure Requirements Validity of Securities Issue Civil Liability Relief Procedure Under Section 1322

Case Brief

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Parties

Wangle Technologies Ltd

Plaintiff

Procedural Posture

Corporations Law Application / Final Hearing and Judgment

Legal Issues

  1. 1 Whether the failure to comply with disclosure requirements in s 707 and s 727 of the Corporations Act invalidates share sales
  2. 2 Whether orders should be made under s 1322 to validate those sales and relieve liability

Ratio Decidendi

The Court held that ordinary shareholders who sold shares issued in breach of the disclosure provisions did not act dishonestly, there was no substantial injustice, and it was just and equitable to validate share sales and relieve civil liability pursuant to section 1322 of the Corporations Act.

Court Disposition

Declarations and orders granted

Orders

  • Declarations that offers for sale or sales of specified shares during specified periods are not invalid due to disclosure failures under the Corporations Act.
  • Relief from civil liability granted to sellers of those securities in respect of contraventions of s 707(3) and s 727(1).