2

(a)In Cadence Asset Management Pty Ltd v Concept Sports Ltd (2005) 55 ACSR 145 the following judicial observation was made:

Vast sums of money are invested in shares. Shares, however, have no intrinsic value themselves ... When shares are created and offered to the public, those invited to subscribe must have some idea what the shares will be worth. They have no practical opportunity of making any independent enquiry.

With reference to the quote above, discuss the manner in which the Corporations Act 2001 (Cth) protects the interests of investors during corporate fundraising and the way in which the interests of people involved in the preparation of a defective prospectus are protected.

(b)Discuss the way in which the corporate constitution can be altered and the limitations on the general freedom to amend the constitution with reference to general law and the Corporations Act 2001 (Cth).

(c)In Gillfillan & Ors v Australian Securities and Investments Commission [2012] NSWCA 370 the New South Wales Court of Appeal held:

'... it is necessary to take into account the objective of general deterrence and the need for the Court to match the disapproval of conduct involving such a marked departure from the standards to be expected of directors of public companies.'

With reference to this quote, explain the reasons why the directors and officers of the public company involved in this case were liable for breach of corporate law.

(d)Explain, with reference to relevant precedents, the operation of s 232 of the Corporations Act 2001 (Cth).