Gould v Magaret & Ors; Albarran v Members of CALDB & Anor; Visnic v Australian Securities and Investments Commission

The High Court of Australia considered appeals arising from three separate proceedings concerning the interpretation and application of the Corporations Act 2001 (Cth) and the Australian Securities and Investments Commission Act 2001 (Cth). The first proceeding, *Gould v Magaret & Ors*, involved a dispute over alleged misleading and deceptive conduct in relation to a company's shares. The second, *Albarran v Members of CALDB & Anor*, concerned the validity of decisions made by a committee under a statutory scheme. The third, *Visnic v Australian Securities and Investments Commission*, dealt with ASIC's power to issue a notice requiring a person to attend an examination.

The central legal issues before the High Court were, firstly, whether the conduct of the respondents in *Gould* amounted to misleading or deceptive conduct within the meaning of the relevant legislation. Secondly, the Court had to determine the scope of the powers and the procedural fairness requirements applicable to the committee in *Albarran*. Thirdly, the Court was asked to consider the circumstances under which ASIC could validly exercise its power to issue an examination notice under the ASIC Act, and whether the notice in *Visnic* met the statutory criteria.

In its joint judgment, the High Court clarified that the assessment of misleading or deceptive conduct requires an objective evaluation of the conduct in question, considering the likely impact on a reasonable member of the target audience. The Court also affirmed that statutory powers must be exercised within their statutory limits and in accordance with principles of administrative law, including procedural fairness. Regarding ASIC's examination powers, the Court emphasised that such notices must be issued for a proper purpose and that the issuing officer must have a genuine belief that the examination is necessary for the performance of ASIC's functions. The Court found that the notice in *Visnic* was invalid as it was not issued for a proper purpose. The appeals in *Gould* and *Albarran* were dismissed, while the appeal in *Visnic* was allowed.