Listed company – director to notify market operator of shareholdings etc.
– section 205G of the Corporations Act 2001
This offence applies to the director of a listed public company. The director is obliged to notify the relevant market operator of interests in securities and contracts, which benefit the director. Or interests in a management investment scheme.
Examples of Listed Company – Director to Notify Market Operator of Shareholdings etc.
- The director of a company does not tell the market operator that she has interests in securities in a related body corporate.
- The director of a company does not tell the market operator that he is party to a contract that confers a right to shares in a management investment scheme.
What are some of the possible defences to a charge of Listed Company – Director to Notify Market Operator of Shareholdings etc.?
- You notified the market operator of your interests.
- You do not have any interests in a body corporate or under a management investment scheme.
- You were not aware that the market operator was not notified of your interests.
There are other possible defences, depending on the circumstances surrounding the alleged offending. Each matter is unique and requires an individual approach and strategy.
Questions in cases like this
- Do you have any interests which should be and were not notified to the market operator?
“Did you notify the market operator of your interests?”
What is the legal definition of Listed Company – Director to Notify Market Operator of Shareholdings etc.?
The Prosecution must show that you failed to give notice to the relevant market operator of your interests in securities of the company or another company. Or your interests in contracts that confer a benefit to you. Or you are party to a contract in a managed investment scheme. Or, you failed to give notice of your appointment as director. Or you failed to give notice that the company had been listed.
The section that covers this offence is section 205G of the Corporations Act 2001.1
What can you be sentenced to for this charge?
You will most likely receive a fine if you are found guilty of this offence. However, extreme examples could receive more serious penalties.
 Corporations Act 2001 – Section 205G
(1) A director of a listed public company must notify the relevant market operator under subsections (3) and (4) of the following interests of the director:
(a) relevant interests in securities of the company or a related body corporate;
(i) to which the director is a party or under which the director is entitled to a benefit; and
(ii) that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the company or a related body corporate.
(2) A notice of a relevant interest in securities under paragraph (1)(a) must give details of:
(a) the number of securities; and
(b) the circumstances giving rise to the relevant interest.
Occasions for initial notification
(3) The director must notify the relevant market operator within 14 days after each of the following occasions:
(a) appointment as a director of the company;
(b) the listing of the company.
Paragraph (a) does not apply to a director who retires and is then reappointed at the same meeting.
(4) The director must notify the relevant market operator within 14 days after any change in the director’s interests.
Note: Under section 353, ASIC may determine conditions that must be complied with when lodging documents electronically under this subsection.
(5) The director need not give the information to the relevant market operator under this section if the director has already given the information to the relevant market operator.
ASIC’s power to make class orders
(6) ASIC may make an order in writing relieving a director of the obligation to notify the relevant market operator of an interest in a security or contract. The order may be made in respect of a specified class of companies, directors, securities or contracts.
(7) The order may be expressed to be subject to conditions.
(8) Notice of the making, revocation or suspension of the order must be published in the Gazette .
Strict liability offences
(9) An offence based on subsection (1), (3) or (4) is an offence of strict liability.