Non-executive directors who approve ASX announcements containing statements about the adequacy of funding or financial sufficiency may breach s 180(1) if the material before them does not provide a proper basis for those statements. A CEO who approves the release of misleading ASX announcements, makes misleading press conference statements, or approves subsequent misleading announcements breaches s 180(1). However, making false or misleading statements on behalf of a corporation does not, without more, establish a breach of s 181(1) (good faith). A company secretary and general counsel who fails to advise the board or CEO about continuous disclosure obligations breaches s 180(1). The court rejected all s 181(1) claims, suggesting a higher threshold for establishing lack of good faith as distinct from lack of care.
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