THE CORPORATIONS LAW

SCHEDULES

SCHEDULE 4

TRANSFER OF FINANCIAL INSTITUTIONS AND FRIENDLY SOCIETIES

Note:

See section 1465A.

PART 5 - DEMUTUALISATIONS

Unconscionable conduct in relation to demutualisations  

34(1) 

A person must not engage in:

(a)  conduct that is, in all the circumstances, unconscionable; or

(b)  conduct that is misleading or deceptive or is likely to mislead or deceive;

in relation to:

(c)  a modification of the constitution of an unlisted company that is a modification to which this Part applies; or

(d)  anything done in reliance on, in conjunction with or in connection with the modification; or

(e)  a share issue to which this Part applies.

34(2) 

In determining whether a person has engaged in conduct that contravenes paragraph (1)(a), have regard to:

(a)  whether the person, or someone acting for the person, exerted undue influence or pressure on, or used unfair tactics against, members of the company; and

(b)  whether the person, or someone acting for the person, engaged in conduct that resulted in a member or someone else gaining, or being in a position to gain, a benefit that the members generally did not, or would not be in a position to, gain.

This subclause does not limit subclause (1).

34(3) 

A person who contravenes subclause (1) is not guilty of an offence.