15 Sept 2014
HOUGHTON v SAUNDERS [2014] NZHC 2229
- Citation
- [2014] NZHC 2229
- Court
- High Court
The Court held that, applying the statutory test in the Securities Act, none of the pleaded criticisms established an 'untrue statement' (misleading content or material omission) in the prospectus as a matter of form and context; the notional investor is a prudent non-expert with basic narrative comprehension and the possibility of seeking advice; the Fair Trading Act did not permit parallel liability for conduct regulated by the Securities Act; the defendants would in any event have been able to avail themselves of the due diligence defence; the joint lead managers and CSAMP were not promote…
- Prospectus disclosure
- Untrue statements under securities act 1978
- Promoter liability
- Due diligence defence
- Notional investor/prudent non-expert standard
- Book build and ipo process