Doyle v Australian Securities and Investments Commission

Company law – Duties of directors - Claim against director for contravention of the Corporations Law, s 232(6) - Appellant was a director and shareholder of Doyle Capital Partners Pty Ltd ("DCP") and at the relevant times, either an alternate director or director of Chile Minera Ltd ("the Company") - DCP had been allotted shares in the Company in consideration of a payment of $400,000 with an assurance that its shares would rank pari passu with existing shareholders - Allotment was in breach of the listing rules of the Australian Stock Exchange - As an alternate director of the Company, appellant signed a circular resolution authorising the company secretary to procure the issue of a bank cheque for $400,000 payable to DCP, held pending further advice from ASX - Subsequently, as a director of the Company, appellant voted to cancel DCP's allotment of shares in the Company and to ratify the decision made in the circular resolution - Whether appellant made improper use of his position to gain an advantage for DCP - Whether appellant's conduct could be said to be improper if the other directors of the Company knew about his interest in DCP - Whether there could be any advantage to DCP if it had an arguable claim for return of the $400,000 on the basis that the Company's representation regarding DCP's shares ranking pari passu with existing shareholders had been denied effect by the intervention of ASX.

Words and phrases – "improper", "advantage".

Corporations Law – s 232(6).