A unilateral right to convert shareholder loans to equity, which would dilute a prospective investor's shareholding, is a matter so fundamental to the investment that its non-disclosure constitutes misleading and deceptive conduct under s 1041H of the Corporations Act, regardless of whether the investor conducted due diligence or had access to advisers. Equal apportionment of liability between concurrent wrongdoers under s 1041N is appropriate where each director independently knew of and failed to disclose the material information.
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