Australian Securities and Investments Commission v Macdonald (No 11)

The Australian Securities and Investments Commission (ASIC) commenced civil penalty proceedings against various individuals and entities associated with James Hardie Industries Limited (James Hardie). The case concerned allegations that certain announcements made by James Hardie to the Australian Securities Exchange (ASX) were misleading, and that certain conduct by directors and officers of James Hardie breached various statutory provisions. The primary issues that came before the court were whether certain announcements were misleading, and whether the directors and officers of James Hardie had breached various statutory provisions, including sections 180(1), 181, 995(2) and 999 of the Corporations Act 2001 (Cth) and Listing Rule 3.1 of the Corporations Regulations 2001 (Cth).

The court considered whether the statutory presumptions under sections 251A and 1305 of the Corporations Law applied to certain minutes, and whether those minutes were false or misleading. The court also considered whether the directors and officers of James Hardie had breached their duties under section 180(1) of the Corporations Act by failing to disclose certain information with respect to a deed of covenant and indemnity, and whether the company had breached sections 995(2) and 999 of the Corporations Act by making misleading statements to the ASX. The court found that the directors and officers of James Hardie had breached their duties under section 180(1) of the Corporations Act, and that the company had breached sections 995(2) and 999 of the Corporations Act by making misleading statements to the ASX.

The court made several orders, including that the directors and officers of James Hardie pay pecuniary penalties, and that the company be disqualified from managing corporations for various periods. The court also ordered that James Hardie pay various costs and that certain announcements be corrected. The court held that the statutory presumptions under sections 251A and 1305 of the Corporations Law applied to certain minutes, and that those minutes were false or misleading. The court found that the directors and officers of James Hardie had breached their duties under section 180(1) of the Corporations Act, and that the company had breached sections 995(2) and 999 of the Corporations Act by making misleading statements to the ASX.