Question 1
The article illustrates how the High Court handled James Hardie’s case, focusing on the legal issues of misleading statement, director’s duties as well as issues regarding continuous disclosure. These issues will be explained with supporting case examples and relevant legal principles.
Misleading or deceptive statements
“… James Hardie non-executive directors breached Corporate Law by making a misleading statement…”
A misleading or deceptive statement can be described as intentional or negligent misrepresentation about the truth . “A person must not, in this jurisdiction, engage in conduct, in relation to a financial product or a financial service, that is misleading or deceptive or is likely to mislead or deceive” (Section …show more content…
Undoubtedly, there is a contravention of Section 1041H as the statement misled or deceived its intended audience, mainly existing and potential shareholders as well as employees of the company, into thinking that a separate legal arrangement had been set up to be solely liable to plaintiffs in relation to asbestos claims.
Directors Duties
The sections 180-183 of the Act set out the specific requirements and duties such as acting with due care and diligence, acting in good faith along with not abusing one’s authority which directors must abide by.
The directors would be in breach of s 180 (1) of the Act if they did not exercise a reasonable degree of care and diligence in fulfilling their authority or duties, regardless of actual damage occurred or not, if it was reasonably foreseeable that the conduct might detriment the company, the shareholders, and, the creditors of the company, when the company is in a perilous financial …show more content…
Since James Hardie is listed on ASX, the company is obligated to disclose relevant information as per the listing rules of ASX.
In addition, any information that a reasonable person would expect to be market sensitive and can potentially impact on the price or value of a company’s security, must be immediately disclosed to ASX, as mentioned under Chaper 3 of the ASX Listing Rules. With the reference to our case, the above rules imply that the directors of James Hardie have also failed the obligations of continuous disclosure in relation to the misleading and deceptive misstatement about the legal indemnity for asbestos claims, as they were aware of the statement and did not provide any supplementary document to correct the deficiency.
Conclusion
James Hardie and its directors have clearly contravened their obligations of continuous disclosure and breached directors’ duties under both general and statutory law, given the fact that they have made and approved misleading statements about the company’s underfunded asbestos compensation foundation. Therefore, the High Court ruled against the directors and the overturned decision made by the New South Wales Court of Appeal, and hence ordered the case to be returned to the Appeal Court to decide the outstanding matter including penalties which are set out in sections 1317E and 1317G of the
The article illustrates how the High Court handled James Hardie’s case, focusing on the legal issues of misleading statement, director’s duties as well as issues regarding continuous disclosure. These issues will be explained with supporting case examples and relevant legal principles.
Misleading or deceptive statements
“… James Hardie non-executive directors breached Corporate Law by making a misleading statement…”
A misleading or deceptive statement can be described as intentional or negligent misrepresentation about the truth . “A person must not, in this jurisdiction, engage in conduct, in relation to a financial product or a financial service, that is misleading or deceptive or is likely to mislead or deceive” (Section …show more content…
Undoubtedly, there is a contravention of Section 1041H as the statement misled or deceived its intended audience, mainly existing and potential shareholders as well as employees of the company, into thinking that a separate legal arrangement had been set up to be solely liable to plaintiffs in relation to asbestos claims.
Directors Duties
The sections 180-183 of the Act set out the specific requirements and duties such as acting with due care and diligence, acting in good faith along with not abusing one’s authority which directors must abide by.
The directors would be in breach of s 180 (1) of the Act if they did not exercise a reasonable degree of care and diligence in fulfilling their authority or duties, regardless of actual damage occurred or not, if it was reasonably foreseeable that the conduct might detriment the company, the shareholders, and, the creditors of the company, when the company is in a perilous financial …show more content…
Since James Hardie is listed on ASX, the company is obligated to disclose relevant information as per the listing rules of ASX.
In addition, any information that a reasonable person would expect to be market sensitive and can potentially impact on the price or value of a company’s security, must be immediately disclosed to ASX, as mentioned under Chaper 3 of the ASX Listing Rules. With the reference to our case, the above rules imply that the directors of James Hardie have also failed the obligations of continuous disclosure in relation to the misleading and deceptive misstatement about the legal indemnity for asbestos claims, as they were aware of the statement and did not provide any supplementary document to correct the deficiency.
Conclusion
James Hardie and its directors have clearly contravened their obligations of continuous disclosure and breached directors’ duties under both general and statutory law, given the fact that they have made and approved misleading statements about the company’s underfunded asbestos compensation foundation. Therefore, the High Court ruled against the directors and the overturned decision made by the New South Wales Court of Appeal, and hence ordered the case to be returned to the Appeal Court to decide the outstanding matter including penalties which are set out in sections 1317E and 1317G of the