DL Ltd release an ASX statement that is false. Which duties are the directors likely to have breached.

Question

DL Ltd release an ASX statement that is false.  Which duties are the directors likely to have breached.

BlackTom AI · Accepted Answer

Section 181 of the Corporations Act 2001 (Cth) requires directors to act in good faith in the best interests of the corporation and for a proper purpose. Making and releasing a false ASX announcement is inconsistent with acting in the company’s best interests and is not a proper purpose (e.g., it misleads investors and harms corporate reputation), so s181 is engaged.

Section 182 prohibits a director or officer from improperly using their position to gain an advantage for themselves or someone else, or to cause detriment to the corporation. If directors authorize or publish a false ASX statement to influence the market, to benefit insiders (e.g. by inflating share price) or to conceal information, that is an improper use of position and contravenes s182.

Section 184 creates criminal and serious civil consequences where a director’s contravention of duties (including s180–s183 and s181–s182 as relevant) is intentional, reckless or with knowledge. A knowingly false ASX statement therefore attracts liability under s184 in addition to the primary civil duties: it elevates the breach to potential criminal or strict civil penalty territory.

Step-by-step reasoning:
1. Identify duties: s181 (good faith/best interests), s182 (misuse of position), s184 (criminal/civil liability for intentional/reckless breaches).
2. Map facts: false ASX release misleads market and likely serves an improper purpose or advantage.
3. Conclude breaches: the conduct breaches s181 (not acting in company’s best interests), s182 (improper use of position), and triggers s184 where the conduct was intentional or reckless.

Why the other choices are incorrect:
- Option A (ss 184, 195, 185): contains s184 but ss185 and 195 are not the primary duties relating to public disclosure/misleading statements and so do not correctly capture the core breaches.
- Option B (ss 182, 185, 191): omits s181 and s184; s185 and s191 concern other topics (e.g. indemnities/related-party disclosure) and are not the principal duties engaged by false market statements.
- Option C (ss 183, 191, 193): s183 (misuse of information) may sometimes be relevant, but this trio omits s181 and s182 which are the central fiduciary/position duties here, and s191/193 are unrelated.

Therefore the correct answer is ss 181, 182, 184, which matches the provided answer.

DL Ltd release an ASX statement that is false. Which duties are the directors likely to have breached. 单项选择题

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