Wang and Australian Securities and Investments Commission

The Administrative Appeals Tribunal reviewed a decision by a delegate of the Australian Securities and Investments Commission (ASIC) to disqualify Mr. Harry Wang from managing corporations for five years. The dispute arose after ASIC, pursuant to section 206F of the *Corporations Act 2001* (Cth), determined that Mr. Wang should be disqualified. This decision was based on his directorships of four companies that were subsequently wound up, with liquidators lodging reports indicating an inability to pay debts and no distribution to unsecured creditors.

The primary legal issue before the Tribunal was whether the disqualification of Mr. Wang was justified under section 206F of the *Corporations Act*. This required the Tribunal to consider the conditions under which ASIC may disqualify a person, including the requirement that the person has been an officer of two or more corporations that were wound up within a specific timeframe, and that ASIC has provided notice and an opportunity to be heard. The Tribunal also had to determine whether, in ASIC's discretion, disqualification was justified, having regard to factors such as the relatedness of the companies, the individual's conduct, and the public interest.

The Tribunal's reasoning focused on Mr. Wang's conduct as a director of Jade Capital Partners Pty Ltd, one of the four companies in question. ASIC contended that Mr. Wang's evidence should not be accepted, but the Tribunal found him to be a credible witness and accepted his testimony. The Tribunal concluded that Mr. Wang, as a non-executive director, had discharged his duties appropriately by carefully reading and understanding financial statements, maintaining familiarity with the company's financial status, and actively monitoring its affairs through regular contact with co-directors and attendance at business premises. The Tribunal was satisfied that he brought a questioning mind to his role and did not merely "go through the paces," thus not justifying disqualification in relation to Jade Capital.

Consequently, the Tribunal set aside the reviewable decision made by ASIC's delegate. The Tribunal substituted its own decision, finding that Mr. Wang's conduct in relation to Jade Capital did not warrant disqualification.