Where a vendor of shares paints a positive picture of a company's prospects in the course of negotiations, the vendor's failure to disclose material adverse information known to the vendor — including threatened litigation and the vendor's own disenchantment with management — may constitute misleading or deceptive conduct under s 1041H of the Corporations Act 2001 (Cth), even where the non-disclosure case was not expressly pleaded but was implicit in the pleading and run at trial.
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