Question
In anticipation of AS Ltd being floated, the directors involve themselves in the preparation of a prospectus. Amongst other matters, the prospectus includes an environmental
In anticipation of AS Ltd being floated, the directors involve themselves in the preparation of a prospectus. Amongst other matters, the prospectus includes an environmental expert's report and a financial report prepared by the company's accountant. The environmental expert's report highlighted the fact that the impact of climate change was likely to be long term and a concern for at least the next 50 years. The environmental expert's report also claimed that it would be mandatory for all homes and industry across Australia to have water storage tanks installed by 2012. There was in fact no hard core evidence to suggest that the installation of water storage tanks would be made compulsory across the country. In fact, there was no federal government initiative in place requiring the mandatory installation of water storage tanks and to date only one State had introduced such an initiative. The directors were fully aware the environmental expert's statement was incorrect but failed to act to rectify it. Further, the company accountant's report predicted very healthy profits of $20M and $25M respectively over the next two years.
Paul recently retired from a market garden business he had operated for 30 years. He decided to invest a large portion of his accessible superannuation funds in AS Ltd on the basis of the information contained in the prospectus.
AS Ltd failed to attract the interest in its products it had hoped, particularly as two high profile water storage system competitors came onto the market and absorbed a large portion of its client base. The impact of these competitors was so great that over the next two years the company failed to realise any profit and was operating at a loss.
The current market value of AS Ltd's shares is approximately 49cents per share. Paul is bitterly disappointed by the substantial loss in his investment.
Does Paul have any right of action, and against whom, in relation to the contents of the prospectus and the prediction of profits? Discuss
AS Ltd now finds itself heavily in debt as it has overcapitalised on stock. The demand for its products has dropped substantially, particularly in light of very competitive prices for similar products being offered by other companies.
Metal World Pty Ltd (MW Pty Ltd) is a major creditor of AS Ltd who now seeks to have the company placed into liquidation as it believes this is the only way it will recover any of its debts. MW Pty Ltd had previously obtained a court order against AS Ltd recognising the debts but to date they remain fully outstanding.
Advise MW Pty Ltd of the legal steps required to be undertaken to bring about the winding up of AS Ltd.
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