Australian Securities And Investments Commission v King [2020] HCA 4 (11 March 2020) (Kiefel CJ, Gageler, Keane, Nettle and Gordon JJ)


Catchwords:


Corporations – Officers – Meaning of “officer” of corporation – Where para (b)(ii) of definition in s 9 of Corporations Act 2001 (Cth) defined “officer” of corporation as person who had capacity to affect significantly corporation’s financial standing – Where MFS Investment Management Pty Ltd (“MFSIM”) responsible entity of registered managed investment scheme, Premium Income Fund (“PIF”) – Where MFSIM entered into loan facility to be used solely for purposes of PIF – Where MFSIM drew down on loan facility to pay debts of other related companies in MFS Group – Where MFSIM secured no promise of repayment of funds to PIF – Where first respondent was Chief Executive Officer of parent company of MFS Group – Where first respondent acted as “overall boss” of MFS Group and assumed “overall responsibility” for MFSIM – Where first respondent approved and authorised disbursement of funds from loan facility knowing no benefit or consideration would pass to PIF – Where first respondent not director of MFSIM at relevant time – Where Australian Securities and Investments Commission alleged first respondent breached duties as officer of MFSIM in contravention of Corporations Act – Whether para (b)(ii) of definition of “officer” in Corporations Act requires person to have acted in recognised position within corporation with rights and duties attached to it – Whether first respondent “officer” of MFSIM.

Words and phrases – “capacity to affect significantly the corporation’s financial standing”, “chief executive officer”, “corporate group”, “de facto director”, “financial standing”, “managed investment scheme”, “management of corporation”, “misuse of funds”, “named office”, “office”, “officer”, “officer of a corporation”, “recognised position”.