THE CORPORATIONS LAW

CHAPTER 6B - RIGHTS AND LIABILITIES IN RELATION TO CHAPTER 6 AND 6A MATTERS

SECTION 670B   RIGHT TO RECOVER FOR LOSS OR DAMAGE RESULTING FROM CONTRAVENTION  

670B(1)  [Right to recover loss or damage]  

A person who suffers loss or damage that results from a contravention of subsection 670A(1) may recover the amount of the loss or damage from a person referred to in the following table if the loss or damage is one that the table makes the person liable for. This is so even if the person did not commit, and was not involved in, the contravention.

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People liable on the document          [operative table]
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   For these documents

   these people ...           ... are liable for loss or
                              damages caused by
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   bidder's statement or takeover offer document
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 1 the bidder                 any contravention of
                              subsection 670A(1) in
                              relation to the document
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 2 each director of a         any contravention of
   bidder that is a body if   subsection 670A(1) in
   the consideration          relation to the document
   offered under the bid is
   not a cash sum only
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 3 a director of a bidder     any contravention of
   that is a body unless      subsection 670A(1) in
   the director proves that   relation to the document
   they:

   (a) were not present       See also items 10 and 11.
       when the directors
       resolved to adopt
       the statement or
       offer document; or

   (b) voted against the
       resolution;

   if the consideration
   offered under the bid is
   a cash sum only
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   notice of variation of a takeover offer

 4 the bidder                 any contravention of
                              subsection 670A(1) in
                              relation to the document
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 5 a director of a bidder     any contravention of
   that is a body             subsection 670A(1) in
                              relation to the document

                              See also items 10 and 11
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   a target's statement

 6 the target                 any contravention of
                              subsection 670A(1) in
                              relation to the document
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 7 a director of the target   any contravention of
   unless the director        subsection 670A(1) in
   proves that they:          relation to the document

   (a) were not present       See also items 10 and 11.
       when the directors
       resolved to adopt
       the statement; or

   (b) voted against the
       resolution
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   a compulsory acquisition or compulsory buy-out notice

 8 the person giving the      any contravention of
   notice                     subsection 670A(1) in
                              relation to the document
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 9 a director of a body       any contravention of
   corporate giving the       subsection 670A(1) in
   notice unless the          relation to the document
   director proves that
   they:                      See also items 10 and 11.

   (a) were not present
       when the directors
       resolved to give
       the notice; or

  (b) voted against the
      resolution
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      all documents

10 a person named in the      the inclusion of the
   document, with their       statement in the document
   consent, as having
   made a statement:

   (a) that is included in
       the document; or

   (b) on which a
       statement made in
       the document is
       based
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11 a person who               that contravention
   contravenes or is
   involved in a
   contravention of,
   subsection 670A(1)
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670B(2)  [Time limit for cause of action]  

An action under subsection (1) may begin at any time within 6 years after the day on which the cause of action arose.

670B(3)  [Liability under other law]  

This Part does not affect any liability that a person has under any other law.

Note:

Conduct that contravenes subsection 670A(1) is expressly excluded from the operation of section 995A.