Section 998 of the Corporations Law applies to any person who enters into transactions of sale or purchase of securities, including agents acting on behalf of others; the provision is concerned with the nature of the activity, not the ownership of the securities. Once the s998(5) deeming provision is invoked, the burden shifts to the accused under s998(6) to prove on the balance of probabilities that the purpose did not include creating a false or misleading appearance. Jury directions on beneficial ownership under s998(5)(a) and interest under s998(7) must follow a structured process: first identifying the persons said to have unchanged beneficial ownership, then explaining their alleged interest, before the trial judge rules on whether those persons could as a matter of law have such ownership or interest.
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