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CORPORATIONS ACT 2001 - SECT 738Z

Exceptions to liability under section 738Y

Lack of knowledge

             (1)  A person:

                     (a)  does not commit an offence against subsection 738Y(4) in respect of a contravention of subsection 738Y(1) that relates to a CSF offer document; and

                     (b)  is not liable under subsection 738Y(5) in respect of a contravention of subsection 738Y(1) that relates to a CSF offer document;

if the person did not know that the CSF offer document was defective.

Note:          In a prosecution for an offence, a defendant bears an evidential burden in relation to the matter in this subsection (see subsection 13.3(3) of the Criminal Code ).

             (2)  Subsection (1) does not apply to a liability of a CSF intermediary that is covered by item 7 of the table in subsection 738Y(5).

Reasonable reliance on information given by someone else--statements and omissions

             (3)  A person does not commit an offence against subsection 738Y(4) in respect of a contravention of subsection 738Y(1), and is not liable under subsection 738Y(5) in respect of a contravention of subsection 738Y(1), because of a misleading or deceptive statement in, or an omission from, a CSF offer document if the person placed reasonable reliance on information given to them by:

                     (a)  if the person is a body--someone other than a director, employee or agent of the body; or

                     (b)  if the person is an individual--someone other than an employee or agent of the individual.

Note:          In a prosecution for an offence, a defendant bears an evidential burden in relation to the matter in this subsection (see subsection 13.3(3) of the Criminal Code ).

             (4)  Subsection (3) does not apply to a liability of a CSF intermediary that is covered by item 7 of the table in subsection 738Y(5).

             (5)  For the purposes of subsection (3), a person is not the agent of a body or individual merely because they perform a particular professional or advisory function for the body or individual.

Withdrawal of consent--statements and omissions

             (6)  A person who is named in a CSF offer document as:

                     (a)  being a proposed director or underwriter; or

                     (b)  making a statement included in the document; or

                     (c)  making a statement on the basis of which a statement is included in the document;

does not commit an offence against subsection 738Y(1), and is not liable under subsection 738Y(5) in respect of a contravention of subsection 738Y(1), because of a misleading or deceptive statement in, or an omission from, a CSF offer document if the person publicly withdrew their consent to being named in the document in that way.

Note:          In a prosecution for an offence, a defendant bears an evidential burden in relation to the matter in this subsection (see subsection 13.3(3) of the Criminal Code ).



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