The Court found that iSignthis contravened its continuous disclosure obligations and engaged in misleading or deceptive conduct by misrepresenting the proportion of one-off revenue at an analyst briefing and by failing to timely disclose both the one-off revenue breakdown and Visa's termination of its relationship, and that Mr Karantzis breached his duty of care and diligence, was knowingly involved in the continuous disclosure contravention regarding one-off revenue, and provided false or misleading information to the ASX in relation to the Visa termination. However, ASIC failed to establish that Mr Karantzis improperly used his position or acted in bad faith in connection with the integration agreements and Performance Milestones, as the evidence supported a legitimate business purpose for those transactions.
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