The applicable legislation governing misleading and deceptive conduct in relation to a scheme information memorandum that culminates in a dealing in securities is s 995 of the Corporations Law and s 12DA of the ASIC Act, not s 52 of the Trade Practices Act 1974 (Cth). Where a board has reached an opinion supported by independent experts and has disclosed the fact of receiving a differing expert report and the broad fact of its difference, there is no obligation to set out the detailed reasoning of the differing report. The Gambotto principles do not apply to demutualisation effected through a scheme of arrangement read together with the statutory regime in Pt 2B.7 of the Corporations Law. The court left open whether enforceable undertakings may be imposed as conditions of scheme approval in appropriate cases.
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