The proceedings concerned alleged contraventions of the Corporations Act 2001 (Cth) by four directors of Australian Property Custodian Holdings Ltd (APCH), a responsible entity of a managed investment scheme. The directors caused an amendment of the scheme’s constitution which gave rise to the issuing of fees to the benefit if APCH without any corresponding benefit to members. One of the fees was a listing fee which was paid to a company associated with one of the directors. ASIC took action against the directors and was successful at first instance, but the decision was overturned by the Full Court of the Federal Court. The High Court allowed the appeal on the basis that the resolutions were invalid as they adversely affected members’ rights. Further, the Court held that it was not satisfied the directors had an honest or reasonable belief in the validity of the relevant resolutions.

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