Loan agreements by which investors lend money to a company in return for a fixed fee or interest, with a covenant to repay, constitute 'debentures' and 'securities' under the Corporations Act, triggering the disclosure requirements of Part 6D.2 and the financial services licensing requirements of Chapter 7. The s 708(10) experienced investor exemption requires the licensee to genuinely investigate the investor's experience, and is not available where the licensee holds only a Securities Dealers Licence under the former Corporations Law rather than an Australian Financial Services Licence. Section 79 accessorial liability does not extend civil penalty remedies (ss 1317E, 1317G, 1317H) to contraventions of provisions that are not civil penalty provisions. The duty of good faith under s 181 requires deliberate conduct known to be not in the interests of the company, applying Marchesi v Barnes; mere failure to take steps a director ought to have taken does not suffice.
The full text is available to signed-in members, including the 99 later cases that cite this judgment.
14 of the 99 citing cases carry a classified treatment. How each court treated it is available to signed-in members.