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LAW OF INVESTMENTS AND FINANCIAL
MARKETS
Second Edition
Thomson Reuters (Professional) Australia Limited
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LAW OF INVESTMENTS
AND FINANCIAL
MARKETS
Second Edition
Melissa NAYLOR
LLM (Germany) LLB (Hons)
Compiled by
Elizabeth SHI
LLM (Monash) LLB (Hons) BSc (Melb) Grad Cert Education (RMIT)
Lecturer in Law
RMIT University
LAWBOOK CO. 2016

Published in Sydney by Thomson Reuters (Professional) Australia Limited
ABN 64 058 914 668
19 Harris Street, Pyrmont, NSW
The Cataloguing-in-Publication entry is available from the National Library of
Australia.
ISBN: 9780 455 237 572
© 2016 Thomson Reuters (Professional) Australia Limited
This publication is copyright. Other than for the purposes of and subject to the conditions
prescribed under the Copyright Act, no part of it may in any form or by any means (electronic,
mechanical, microcopying, photocopying, recording or otherwise) be reproduced, stored in a
retrieval system or transmitted without prior written permission. Inquiries should be addressed to
the publishers.
Product Developer: Vickie Ma
Editor: Patrick Wu
Printed by Ligare Pty Ltd, Riverwood, NSW
This book has been printed on paper certified by the Programme for the Endorsement of Forest
Certification (PEFC). PEFC is committed to sustainable forest management through third party
forest certification of responsibly managed forests. For more info: http://www.pefc.org.
PREFACE
Law of Investments and Financial Markets studies the many and varied areas of law
impacting investors and those working in the industries associated with
investment products. The focus of the early chapters is on the Corporations Act,
outlining in some detail the requirements associated with the provision of
financial services and financial product advice, including legal obligations and
compliance requirements of licensees and their representatives, disclosure,
dispute resolution and investor protection. The latest legislative changes and
proposals are discussed, as well as associated regulation and case law.
Later chapters concentrate on various forms of investment including managed
investments and direct investments into companies.
The main sources of law discussed in this book include:
• statutes — such as the Corporations Act 2001 (Cth); the Australian Securities and
Investments Commission Act 2001 (Cth) (ASIC Act); the Competition and Consumer Act
2010 (Cth);
• common law — including the tort of negligence, contract law and fiduciary duties; and
• regulation — primarily by the Australian Securities and Investments Commission
(ASIC) through regulatory guides.
This book attempts to provide most of the answers that a serious investor may
require on how the current law impacts upon their particular investments and
strategies. The book is also designed to assist the investment adviser to quickly
and accurately find the appropriate law that relates to their requirements.
Tertiary students of financial planning and finance law, as well as financial
planners, accountants and lawyers practising in investment law, should also find
the book useful.
It has been my pleasure to update this book for a new second edition in 2016,
but this edition would not have been possible without the very significant
contributions made by Dr John McLaren and Mary Toohey in the previous
edition of this book and in prior editions of ‘Law of Investments’, on which this
book is based. Thanks must also go to Elizabeth Shi, who has provided helpful
guidance on her students’ areas of interest and comments on some chapters.
Acknowledgement must also be made of the late John William’s contribution to
the very first edition of Law of Investments. On a personal note, I dedicate this
book to Laura, Michael, Emma and Andrew.
Melissa Naylor
Brisbane
June 2016
v
TABLE OF CONTENTS
Preface................................................................................................................................................. v
Table of Cases ................................................................................................................................... ix
Table of Statutes ............................................................................................................................... xv
CHAPTER 1 — The Nature of Investing in a Company ............................................. 1
CHAPTER 2 — Members' Rights................................................................................. 17
CHAPTER 3 — Funding Company Operations ........................................................ 35
CHAPTER 4 — Corporate Governance...................................................................... 65
CHAPTER 5 — Corporate Insolvency ....................................................................... 89
CHAPTER 6 — Managed Investment Schemes....................................................... 123
CHAPTER 7 — Introduction to Investments and the Law ................................... 153
CHAPTER 8 — Common Law Framework for Market Participants ................... 169
CHAPTER 9 — Regulation of the Financial Services Industry:
Corporations Act, Chapter 7 ............................................................ 181
CHAPTER 10 — Conduct and Disclosure in the Investment Advisory
Process ................................................................................................ 213
CHAPTER 11 — Investor Protection and Dispute Resolution............................... 257
CHAPTER 12 — Insider Trading: Using Inside Information ................................. 281
Index ............................................................................................................................................... 301
vii
TABLE OF CASES
A-G’s Reference (No 1) [1973] QB 773 .......................................................................... 12.60

ASIC v Citigroup Global Markets Australia Pty Ltd (No 4) [2007] FCA 963 ................. 8.90
ASIC v Online Investors Advantage Inc [2005] QSC 324 ............................................ 9.375
Adams v Perpetual Trustees Australia Ltd [2006] SADC 62 ........................................ 8.90
Airpeak Pty Ltd v Jetstream Ltd (1997) 73 FCR 161; 15 ACLC 715 ................................. 2.310
Ali v Hartley Poynton Ltd [2002] VSC 113 ............................................................ 8.70, 11.80
Amadio Pty Ltd v Henderson (1998) 81 FCR 149 ......................................................... 6.210
Ampol Petroluem Ltd v RW Miller (Holdings) Ltd [1972] 2 NSWLR 850 ........... 3.80, 3.140
Ampolex Ltd v Perpetual Trustee Trading Co (Canberra) Ltd (1996) 40 NSWLR
12 ............................................................................................................................. 12.150
Astley v Austrust Limited (1999) 197 CLR 1 ................................................................... 8.80
Australian Competition and Consumer Commission v Australian Securities and
Investments Commission (2000) 174 ALR 688 ...................................................... 5.720
Australian Securities & Investments Commission v Primelife Corporation
Limited [2006] FCA 1072 ........................................................................................... 6.40
Australian Securities & Investments Commission v Takaran Pty Ltd (2002) 43
ACSR 46; [2002] NSWSC 834 ................................................................................... 6.40
Australian Securities Commission v Gallagher (1993) 11 WAR 105; (1993) 10
ASCR 43; (1993) 11 ACLC 286 ................................................................................... 4.310
Australian Securities and Investments Commission v Cash Store Pty Ltd (in liq)
[2014] FCA 926 ......................................................................................................... 11.110
Australian Securities and Investments Commission v Hellicar [2012] HCA 17 ............ 4.310
Australian Securities and Investments Commission v Macdonald (No 11)
[2009] NSWSC 287 .................................................................................................. 4.310
Australian Securities and Investments Commission v Macdonald (No 12)
[2009] NSWSC 714 ................................................................................................... 4.310
Australian Securities and Investments Commission v Maxwell (No 11) [2009]
NSWSC 287 .............................................................................................................. 4.310
Australian Securities and Investments Commission v Oxford Investments
(Tasmania) Pty Ltd (2008) 169 FCR 522 .................................................................. 9.375
Australian Securities and Investments Commission v Southcorp Ltd (2003) 130
FCR 406 ....................................................................................................... 12.130, 12.180
Australian Securities and Investments Commission v Wellington Capital
Limited [2013] FCAFC 52 .......................................................................................... 6.110
Automatic Self-Cleansing Filter Syndicate Co Ltd v Cunninghame [1906] 2 Ch
34 ...................................................................................................................... 1.130, 4.10
Avoca Consultants Pty Ltd v Millennium3 Financial Services Pty Ltd [2009]
FCA 883 ................................................................................................................... 11.130
Baker v Palm Bay Island Resort Pty Ltd (No 2) [1970] Qd R 210 ................................. 4.180
Boardman v Phipps [1967] 2 AC 46 .............................................................................. 4.180
Bolkiah v KPMG [1998] UKHL 52 ................................................................................ 12.160
Breen v Williams (1996) 186 CLR 71 ............................................................................... 8.90
Brookfield Multiplex Ltd v International Litigation Funding Partners Pte Ltd
(No 3) (2009) FCA 450; 256 ALR 427 ........................................................................ 6.50
Brunninghausen v Glavanics (1999) 46 NSWLR 538 ................................................... 4.140
Burland v Earle [1902] AC 83 ................................................................................ 2.90, 3.80
ix
Law of Investments and Financial Markets
Capital Finance Australia Limited v Clough [2015] NSWSC 1327 ................................. 3.370
Chan v Zacharia (1984) 154 CLR 178 ............................................................................. 4.180
Chew Investment Pty Ltd v General Corp of Australia Ltd (1998) 6 ACLC 87 ........... 2.300
Chrysler Credit Canada Ltd v MVL Leasing Ltd (1993) 5 PPSAC (2d) 92 ..................... 3.410
Churchill International Inc v BTR Nylex Ltd (1991) 4 ACSR 693 ................................... 2.60
City Equitable Fire Insurance Company Ltd, In Re [1925] Ch 407 .............................. 4.100
Commercial Bank of Australia Ltd v Amadio (1983) 151 CLR 447; 46 ALR 402 ....... 10.200,
11.110
Commonwealth Bank of Australia v Friedrich (1991) 5 ACSR 115 ............................... 4.100
Cook v Deeks [1916] AC 554 ......................................................................................... 2.250
Cook’s Construction Pty Ltd v Brown (2004) 49 ACSR 62 ......................................... 5.530
Cresvale Far East Ltd (in liq) v Cresvale Securities Ltd [No 2] (2001) 39 ACSR
622 ............................................................................................................................ 5.180
Crocombe v Pine Forests of Australia Pty Ltd [2005] NSWSC 151 ............................... 6.40
Dalkeith Investments Pty Ltd, Re (1985) 3 ACLC 74 ................................................... 2.250

Daly v Sydney Stock Exchange Ltd (1986) 160 CLR 371 ..................................... 8.90, 11.60
Daniels v Anderson (1995) 37 NSWLR 438 ........................................................ 4.110, 4.220
Dawson (deceased), Re [1966] 2 NSWR 211 ................................................................. 4.80
Delmenico v Brannelly [2008] QCA 74 .......................................................................... 8.70
Demondrille Nominees Pty Ltd v Shirlaw (1997) 15 ACLC 1716 .................................. 5.500
Donoghue v Stevenson [1932] AC 562 ................................................................. 8.60, 8.70
Ebrahimi v Westbourne Galleries [1973] AC 360 ......................................................... 2.280

Elders Forestry Management Ltd, Re (2012) 30 ACLC 12-032 ..................................... 6.130
Eric Preston Pty Ltd v Euroz Securities Limited [2010] FCA 97 .................................... 8.90
Financial Industry Complaints Service Ltd v Deakin Financial Services Pty Ltd
(2006) 157 FCR 229; [2006] FCA 1805 .................................................................... 11.200
Fitzsimmons v The Queen (1997) 23 ACSR 355 ........................................................... 4.180
Forrest v Australian Securities and Investments Commission [2012] HCA 39 ........... 4.315
Foss v Harbottle (1843) 67 ER 189 ............................................................................... 2.320
Francis v United Jersey Bank 432 A 2d 814 (NJ 1981) .................................................. 4.110
Fraser v NRMA Holdings Ltd (1995) 55 FCR 452; 13 ACLC 132 ..................................... 3.180
G Jeffrey (Mens Store) Pty Ltd (1984) 2 ACLC 421 ...................................................... 2.250
Gambotto v WCP Ltd (1995) 182 CLR 432 .................................................................... 2.230
Gemstone Corp of Aust Ltd v Grasso (1994) 62 SASR 239 ......................................... 4.180
German Date Coffee Company, Re (1882) 20 Ch D 169 .............................................. 2.280
Grand Enterprises Pty Ltd v Aurium Resources Ltd [2009] FCA 513 .......................... 4.230
Green v Bestobell Industries Pty Ltd [1982] WAR 1 .................................................... 4.180
Gunns Finance Limited (in liq) (recs & mgrs apptd) (No 2), Re [2013] VSC 365;
(2013) 281 FLR 121 ..................................................................................................... 6.110
Gye v McIntyre (1991) 171 CLR 609 .............................................................................. 5.620
x
Table of Cases
Harlowe’s Nominees Pty Ltd v Woodside (Lakes Entrance) Oil Co NL (1968)

121 CLR 483 .............................................................................................................. 4.160
Hedley Byrne v Heller & Co Ltd [1964] AC 465 .................................................. 8.70, 11.150
Henderson v Amadio Pty Ltd (No 1) (1995) 62 FCR 1 .................................................. 6.210
Hooker Investments Pty Ltd v Baring Bros Halkerston & Partners Securities
Ltd (No 2) (1986) 5 NSWLR 157 .............................................................................. 12.150
Hospital Products Ltd v United States Surgical Corporation (1984) 156 CLR 41 ...... 4.180,
8.90
Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821 ...................... 3.80, 3.140, 4.160
Humes Ltd v Unity APA Ltd [1987] VR 467 .................................................................. 2.130
ICAL Ltd v County Natwest Securities Aust Ltd (1988) 39 NSWLR 214 ..................... 12.150
Illingworth v Houldsworth [1904] AC 355 ................................................................... 3.320
Industrial Equity v Blackburn (1977) 137 CLR 567 .......................................................... 2.70
Ingot Capital Investments Pty Ltd v Macquarie Equity Capital Markets Ltd
[2008] NSWCA 206 .................................................................................................. 11.80
JGS Investment Holdings Pty Ltd, Re [2014] NSWSC 1532 ......................................... 2.250
Jenkins v Enterprise Gold Mines NL (1992) 10 ACLC 136 ............................................. 2.250
Johnston v McGrath (2005) 195 FLR 101; [2005] NSWSC 1183 ................................... 5.680
Jtec Pty Ltd v Industrial Development Agency (Ireland) [2003] NSWSC 10 .............. 5.100
KGD Investments Pty Ltd v Placard Holdings Pty Ltd [2015] VSC 712 .......................... 2.80
Khadine Pty Ltd v Giant Bicycle Co Pty Ltd (1995) 16 ACSR 421 ................................. 5.100
Kincaid v Capital Markets Equities Ltd (No 2) (1995) 7 NZCLC 260,718 ...................... 12.60
Kinsela v Russell Kinsela Pty Ltd (in liq) (1986) 4 NSWLR 722 .................................... 4.150
Kinwat Holdings Pty Ltd v Platform Pty Ltd [1982] Qd R 370 ................................... 12.180
Lewis v Cook (2000) 18 ACLC 490 ............................................................................... 5.500

Lewis v LG Electronics Australia Pty Ltd [2014] VSC 644 ............................................ 3.370
Lister v Romford Ice and Cold Storage Co Ltd [1957] AC 555 ...................................... 4.90
Lloyds Bank NZA Ltd v National Safety Council of Australia (Vic) (in liq) [1993]
2 VR 506 ................................................................................................................... 5.620
Loch v John Blackwood Ltd [1924] AC 783 ................................................................. 2.280
MacarthurCook Fund Management Ltd v TFML Ltd (2014) 32 ACLC 14-023 ............. 6.320
Mallesons Stephen Jaques v KPMG Peat Marwick [1990] 4 WAR 357 ..................... 12.160
Mamouney v Soliman (1992) 10 ACLC 1674 ...................................................... 2.250, 2.300
Mann v Sangria Pty Ltd (2001) 19 ACLC 696 ............................................................... 5.530
Market Wizard Systems (UK) Ltd, Re [1998] 2 BCLC 282 ........................................... 9.375
Meinhard v Salmon 249 NY 458 (1928) ....................................................................... 4.140
Mentha v Sydney Airports Corporation (2002) 120 FCR 310; [2002] FCA 530 ........... 5.220
Mercedes Holdings Pty Limited v Waters (No 2) [2010] FCA 472 ............................... 6.185
xi
Merrett, Ex parte (1997) 140 FLR 412 .......................................................................... 5.450

Mills v Mills (1938) 60 CLR 150 ........................................................................... 4.150, 4.160
NRMA v Parker (1986) 6 NSWLR 517 ........................................................................... 2.130

National Australia Bank Ltd v Norman [2009] FCAFC 152 .................................. 6.40, 6.50
Newman v Financial Wisdom Ltd (2004) 56 ATR 634; [2004] VSC 216 ............ 8.70, 8.100,
9.230, 11.60
Norberg v Wynrib [1992] 2 SCR 226 .............................................................................. 8.90
One RE Services Ltd v Australian Securities and Investments Commission

[2012] AATA 294; (2012) 30 ACLC 12-021 ................................................................... 6.90
Panasonic Australia Pty Ltd v Wily (1997) 15 ACLC 613 ............................................... 5.530
Percival v Wright [1902] 2 Ch 421 ................................................................................. 4.140
Permanent Building Society (in liq) v Wheeler (1994) 11 WAR 187; 14 ACSR 109 ....... 4.90,
4.160
Pilmer v The Duke Group Ltd (in liq) (2001) 207 CLR 165; [2001] HCA 31 .................... 8.90
Promnitz v Australian Securities and Investments Commission (2004) 22 ACLC
108 ............................................................................................................................ 5.720
Quitstar Pty Ltd v Cooline Pacific Pty Ltd (2003) 22 ACLC 15 ...................................... 5.100
R v Chonka [2000] NSWCCA 466 ................................................................................. 12.60

R v Evans [1999] VSC 488 ............................................................................................. 12.40
R v Farris (2015) 107 ASCR 26 ........................................................................................ 12.60
R v Hannes (2000) 158 FLR 359 ....................................................................... 12.160, 12.170
R v Massie [1999] 1 VR 542 ........................................................................................... 12.60
R v Rivkin (2004) 59 NSWLR 284 ................................................................................ 12.170
Rahmat Ali v Hartley Poynton Ltd [2002] VSC 113 ........................................................ 8.80
Rite Flow Pty Ltd v Nahas Constructions (NSW) Pty Limited [2012] NSWSC 553 ...... 5.100
Rivkin Financial Services Ltd v Sofcom Ltd (2005) 23 ACLC 42 ................................. 12.170
Ryan v Triguboff [1976] 1 NSWLR 588 ......................................................................... 12.60
Saltdean Estate Co Ltd, Re [1968] 1 WLR 1844 ........................................................... 5.330

Sandell v Porter (1966) 115 CLR 666 .............................................................................. 5.50
Sandford v Sandford Courier Service (1987) 5 ACLC 394 ........................................... 2.250
Scottish Co-operative Wholesale Society Ltd v Meyer [1959] AC 324 ....................... 2.250
Selig v Wealthsure Pty Ltd [2013] FCA 348 ...................................... 8.75, 8.80, 8.90, 8.100
Selig v Wealthsure Pty Ltd [2013] FCA 685 ................................................................... 8.75
Selig v Wealthsure Pty Ltd [2014] HCATrans 251 ........................................................... 8.75
Selig v Wealthsure Pty Ltd [2015] FCA 348 ................................................................... 8.75
Selig v Wealthsure Pty Ltd [2015] HCA 18 ..................................................................... 8.75
Selig v Wealthsure Pty Ltd [2015] HCATrans 54 ............................................................ 8.75
xii
Table of Cases
Selim v McGrath (2003) 177 FLR 85 .............................................................................. 5.190

Shafron v Australian Securities and Investments Commission [2012] HCA 18 .......... 4.310
Shirlaw v Graham [2001] NSWSC 612 ............................................................................ 5.110
Sons of Gwalia Ltd v Margaretic (2005) 55 ACSR 365; [2005] FCA 1305 ................... 5.680
Sons of Gwalia Ltd v Margaretic (2007) 81 ALJR 525; [2007] HCA 1 ............... 3.190, 5.680
Southern Cross Interiors Pty Ltd v Deputy Commissioner of Taxation (2001) 53
NSWLR 213; 19 ACLC 1513 .......................................................................................... 5.50
Spargos Mining NL, Re (1990) 3 WAR 166 ................................................................... 2.250
Sticky Fingers Restaurant Ltd, Re (1992) ACLC 3011 ................................................... 2.280
Stolliar, Re (2003) 21 ACLC 869 ................................................................................... 5.450
TFML Ltd v MacarthurCook Fund Management Ltd (2013) 31 ACLC 13-046 ............. 6.320
Taxation, Deputy Commissioner of v ABW Design and Construction Pty Ltd
[2012] FCA 346 ......................................................................................................... 5.100
Technology Licensing Ltd v Climit Pty Ltd [2002] 1 Qd R 566; (2001) 19 ACLC
808 ............................................................................................................................ 5.90
360 Capital Re Ltd v Watts (2012) 30 ACLC 12-051 ....................................................... 6.130
Trevor v Whitworth (1887) App Cas 409 .................................................................... 5.680
Unity APA Ltd v Humes Ltd (No 2) [1987] VR 474 ....................................................... 2.190
Vehicle Wash Systems Pty Ltd v Mark VII Equipment Inc (1997) 80 FCR 571; 16
ACLC 223 .................................................................................................................. 5.100
Vincent, White & Associates Pty Ltd v Vouris (1998) 16 ACLC 974 ............................. 5.190
Walker v Nicolay (1991) 4 ACSR 309 ............................................................................ 4.180

Wambo Coal Pty Ltd v Sumiseki Materials Co Ltd [2014] NSWCA 326 ..... 2.70, 2.80, 2.250
Wayde v New South Wales Rugby League Ltd (1985) 180 CLR 459 .......................... 2.250
Wealthsure Pty Ltd v Selig [2013] FCA 628 ................................................................... 8.75
Wealthsure Pty Ltd v Selig [2014] 221 FCR 1 .................................................................. 8.75
Wealthsure Pty Ltd v Selig [2014] FCAFC 76 ................................................................. 8.75
Wealthsure Pty Ltd v Selig (No 2) [2013] FCA 770 ........................................................ 8.75
Webb v Earle (1875) 20 Eq 556 ..................................................................................... 1.200
Wellington Capital Ltd v Australian Securities and Investments Commission
[2014] HCA 43 ........................................................................................................... 6.110
Westgold Resources NL v St George Bank Ltd (1998) 29 ACSR 396 ......................... 12.120
Whitehouse v Carlton Hotel Pty Ltd (1987) 162 CLR 285 ............................................ 4.160
Will v United Lankat Plantations [1994] AC 11 ............................................................. 1.200
Willmott Forests Ltd (in liq) v Primary Securities Ltd (2013) 31 ACLC 13-068 ............. 6.110
Wondoflex Textiles Pty Ltd, Re [1951] VLR 458 .......................................................... 2.250
xiii
TABLE OF STATUTES
COMMONWEALTH 3.230, 3.240, 3.280, 3.330, 3.340, 4.10, 4.20,

4.80, 4.180, 4.190, 5.100, 5.360, 6.90,
Anti-Money Laundering and 6.100, 6.140, 6.160, 6.170, 6.185, 6.320,
Counter-Terrorism Financing Act 2006: 6.350, 7.105, 7.180, 7.190, 8.70, 8.90, 9.70,
7.200 9.78, 9.375, 9.380, 9.490, 10.190, 10.200,
s 6: 7.200 10.350, 10.530, 11.90, 11.220, 12.40, 12.110
s 81: 7.200 s 9: 1.60, 2.120, 3.230, 4.190, 5.490, 6.10,
Australian Securities Commission Act 1998: 6.40, 6.50, 6.110, 9.270, 12.160,
7.130 12.200, 12.220
s 92: 3.270
Australian Securities and Investments s 95A: 3.80
Commission Act 2001: 7.105, 7.170, 7.180, s 95A(1): 5.50
11.20, 11.80 s 95A(2): 5.50
s 1(1)(a): 7.180 s 112(2): 1.70
s 1(1)(d): 7.180 s 113: 1.60, 3.160
s 1(2): 7.180, 7.190 s 113(3): 3.140
s 12A: 7.130 s 114: 1.60
ss 12BB to 12DE: 11.130 s 117: 1.50
s 12BC: 11.140, 11.145 s 117(2)(k): 1.140
s 12BF: 11.145 s 119: 1.80
s 12BG: 11.145 s 124: 1.80, 1.160, 3.10, 3.110, 3.230, 6.110
s 12BK: 11.145 s 136: 1.140, 2.120, 2.170, 2.270, 3.130, 3.135
s 12CA: 11.110, 11.150 s 140: 2.10, 2.180, 3.130
s 12CB: 11.110, 11.150 s 141: 1.60, 1.140
s 12CC: 11.110, 11.150 s 162: 2.120
s 12DA: 5.680, 8.70, 8.75, 11.80, 11.120, s 169: 1.180
11.150, 11.220 s 171: 3.290
s 12DB: 11.120, 11.220 s 175: 2.200
s 12EB: 11.80, 11.140, 11.150 s 180(1): 4.190, 4.220, 4.310
s 12EC: 11.150 s 180(1)(a): 4.310
s 12ED: 11.140, 11.150 s 180(1)(b): 4.310
s 12ED(2): 11.140 s 180(2): 4.120, 4.220
s 12ED(3): 11.140 s 180(3): 4.220
s 12GF: 8.75, 11.110 s 181: 2.80, 4.190, 4.310
s 12GI: 11.220 s 181(1): 4.200, 4.310
s 12BAA: 9.250 s 181(1)(b): 3.140
s 12BAB: 9.360 ss 181 to 183: 4.190
s 50: 11.230 s 182: 4.190, 4.310
Pt 2, Div 2: 11.100, 11.150 s 182(1): 4.210
Pt 2, Div 2, subdiv C: 11.110 s 183: 4.190
Pt 10: 7.180 s 183(1): 4.210
Banking Act 1959: 1.250 s 184: 4.190, 4.300
s 185: 4.190
Bankruptcy Act 1966: 9.60 s 187: 4.150
s 189: 4.290
Competition and Consumer Act 2010: 11.80,
s 190(1): 4.290
11.110
s 190(2): 4.290
s 60: 11.140
s 191: 4.250, 4.270, 4.280
Sch 2, s 18: 11.120
s 191(1): 4.230
Corporations Act 2001: 1.50, 1.60, 1.110, 1.130, s 191(2)(a): 4.240
1.140, 1.160, 1.180, 1.190, 1.230, 2.10, 2.20, s 191(2)(b): 4.240
2.120, 2.140, 2.160, 2.170, 2.230, 2.310, 3.140, s 191(2)(c): 4.240
xv
Corporations Act 2001 — cont s 254A: 3.110, 3.140

s 191(2)(d): 4.240 s 254A(2): 1.200, 2.270
s 191(5): 4.230 s 254A(3): 1.200
ss 191 to 195: 4.190 s 254B: 1.160
s 192: 4.240, 4.250 s 254D: 3.130
s 192(1): 4.250 s 254K: 1.200
s 192(2): 4.250 s 254M: 1.70
s 192(3): 4.250 s 254Q: 1.70, 5.470
s 192(4): 4.250 s 254T: 1.210, 2.80, 3.80
s 192(6): 4.250 s 254U: 2.70, 3.80
s 193: 4.250 s 254V(1): 2.70
s 194: 4.280 s 254V(2): 2.70
s 195(1): 4.270 s 254W(2): 2.70
s 195(1A)(b): 4.270 s 256: 2.310
s 195(2): 4.270 s 256C: 2.120
s 198A: 1.120, 4.10 s 257A: 2.310
s 198D: 4.170 s 257B: 2.120
s 198D(2): 4.170 s 260A: 2.310
s 198D(3): 4.170 s 260B: 2.120
s 201A: 1.60 s 262: 3.330
s 201G: 2.120 s 262(11): 3.330
s 201H: 2.120 s 264: 3.330
s 201M: 5.340 s 266: 3.330
s 202A: 2.120 s 267: 3.480
s 203C: 2.120 s 279(2): 3.340
s 203D: 2.120 s 279(3): 3.340
s 204A: 1.60 s 280: 3.340
s 206C: 4.300, 5.550 s 283AA: 3.280
s 231: 1.60, 1.140, 1.180, 3.10 s 283AA(1)(a): 3.280
s 232: 2.80, 2.90, 2.250, 3.140 s 283AB: 3.280
s 233: 2.250, 2.260, 2.280 s 283AC: 3.280
s 236(3): 2.320 s 283BB: 3.280
ss 236 to 239: 4.320 s 283BE: 3.280
s 237(2): 2.320 s 283BF: 3.280
s 240: 2.320 s 283BH: 3.230
s 242: 2.320 s 283DA: 3.280
s 246B: 2.120 s 283BCA: 3.280
s 246B(1): 2.270 s 286: 5.60
s 246B(2): 2.270, 3.140 s 313: 3.280
s 246C: 2.120, 3.140 s 318: 3.280
s 246C(6): 3.140 s 325: 2.120
s 246D: 2.270 s 325A: 2.120
s 246F(3): 2.270 s 327B: 2.120
s 247A: 2.190 s 327F: 2.120
s 247E: 3.190 s 329: 2.120
s 249D: 2.130 s 413(1)(d): 5.710
s 249E: 2.130 s 433: 3.340
s 249F: 2.130 s 436A: 5.110
s 249G: 2.280 s 436B(2): 5.110
s 249H: 2.140, 2.300 s 436C: 5.110
s 249L: 2.300 s 436E(1): 5.210
s 249N: 2.130 s 436E(3): 5.210
s 249HA: 2.140 s 436F(1): 5.210
s 250E: 2.160 s 436F(2): 5.210
s 250J: 2.160 s 436F(3): 5.210
s 250L: 2.160, 2.300 s 436G: 5.210
s 251A: 4.170 s 437A: 5.180
s 251B: 2.190 s 437A(1): 5.180
xvi
Table of Statutes
Corporations Act 2001 — cont s 444F(3): 5.230

s 437B: 5.180 s 444G: 5.230
s 437C(1): 5.180 s 444H: 5.230
s 437D: 5.180 s 445B(1): 5.230
s 437F: 5.160 s 445B(2): 5.230
s 438A: 5.190 s 445D: 5.290
s 438B(1): 5.190 s 445E: 5.230
s 438B(2): 5.190 s 445F: 5.230
s 438B(3): 5.190 s 445F(2): 5.230
s 438B(4): 5.190 s 445F(5): 5.230
s 438B(6): 5.190 s 445G(3): 5.260
s 438C: 5.180 s 445H: 5.230
s 438D(1): 5.190 s 446: 5.170
s 439A(1): 5.220 s 446(3): 5.240
s 439A(2): 5.220 s 446(5): 5.240
s 439A(3)(a): 5.220 s 446A: 5.240
s 439A(3)(b): 5.220 s 447A(1): 5.270
s 439A(4): 5.220 s 447A(3): 5.270
s 439A(6): 5.220 s 447A(4): 5.270
s 439B(1): 5.220 s 447C(1): 5.280
s 439B(2): 5.220 s 447C(2): 5.270
s 439C: 5.220 s 447D(2): 5.270
s 440A: 5.170 s 449E: 5.180
s 440A(3): 5.170 s 459A: 5.300
ss 440A to 440J: 5.170 s 459B: 5.300
s 440B: 5.170 s 459C: 5.60
s 440C: 5.170 s 459C(3): 5.60
s 440C(1): 5.170 s 459D(1): 5.50
s 440F: 5.170 s 459E: 5.80
s 440G(2): 5.170 s 459E(2)(c): 5.90
s 440J: 5.170 s 459E(2)(d): 5.90
s 440JA: 5.170 s 459E(2)(e): 5.90
s 441A: 5.170 s 459E(3): 5.90
s 441B(1): 5.170 s 459E(4): 5.80
s 441C: 5.170 s 459F: 5.60
s 442A: 5.180 s 459G(1): 5.100
s 442C(1): 5.180 s 459H: 5.100
s 442C(2): 5.180 s 459J(1): 5.100
s 442C(3): 5.180 s 459J(2): 5.100
ss 443(2) to (4): 5.200 s 459N: 5.100
s 443A(1): 5.200 s 459P: 5.310
s 443A(2): 5.200 s 459P(2): 5.310
s 443B(2): 5.200 s 459P(3): 5.310
s 443B(3): 5.200 s 459S: 5.100
s 443B(4): 5.200 s 461: 2.280, 5.300
s 443B(7): 5.200 s 465A(a): 5.320
s 443E(1)(a): 5.180, 5.200 s 465A(b): 5.320
s 443E(1)(b): 5.200 s 465A(c): 5.320
s 443BA: 5.190 s 465B(1): 5.320
s 443BA(1): 5.190 s 465C: 5.320
s 444A: 5.230 s 466: 5.320
s 444A(4): 5.230 s 467(1): 5.330
s 444B: 5.230 s 467(2): 5.330
s 444B(2): 5.240 s 467(4): 2.280, 5.330
s 444C: 5.230 s 467(5): 5.330
s 444D: 5.230 s 467A: 5.330
s 444E(2): 5.230 s 468: 5.440
s 444E(3): 5.230 s 468(1): 5.440
xvii
Corporations Act 2001 — cont s 532(8): 5.340

s 468(3): 5.440 s 532(9): 5.340
s 468(4): 5.440 s 533: 5.370
s 471: 5.330 s 536: 5.380
s 471A: 5.410 s 536(1): 5.380
s 471A(4): 5.410 s 538: 5.430
s 471B: 5.420 s 539(1): 5.430
s 471C: 5.420 s 539(1A): 5.430
s 472(1): 5.340 s 539(2): 5.430
s 472(2): 5.320 s 541(1): 5.400
s 472(4): 5.320 s 542(1): 5.370
s 472(6): 5.320 s 542(2): 5.370
s 473(1): 5.340 s 542(3): 5.370
s 473(2): 5.320 s 542(4): 5.370
s 473(3): 5.320 s 543(1): 5.430
s 473(4A): 5.320 s 543(2): 5.430
s 473(7): 5.340 s 545(1): 5.340
s 473(9): 5.340 s 545(2): 5.340
s 475: 5.360 s 553(1): 5.600
s 476: 5.370 s 553A: 5.610
s 477: 5.360 s 553B: 5.610
s 477(2A): 5.360 s 553C(1): 5.620
s 477(3): 5.360 s 553C(2): 5.620
s 478: 5.430 s 553D: 5.600
s 479(1): 5.370 s 553E: 5.600
s 479(2): 5.360, 5.370 s 553AA: 5.610
s 479(3): 5.380 s 554: 5.620
s 479(4): 5.380 s 554A: 5.620
s 480: 5.700 s 554B: 5.620
s 481(2): 5.700 s 554C: 5.620
s 481(5)(b): 5.710 s 554E: 5.630
s 483: 5.430 s 554F: 5.630
s 486A: 5.460 s 554G: 5.630
s 486A(1): 5.460 s 554H: 5.630
s 486B: 5.460 s 555: 5.650
s 487: 5.460 s 556: 3.80, 5.200
s 488(2): 5.360 s 558(1): 5.670
s 491: 5.240 s 559: 5.650
s 494: 5.240 s 561: 3.340, 5.660, 5.670
s 497: 5.240 ss 561 to 564: 5.660
s 509: 5.710 s 563A: 3.190, 5.680
s 509(6): 5.710 s 563B(1): 5.620
s 513A: 5.330 s 588E: 5.60
s 515: 5.470 s 588E(3): 5.60
s 516: 5.470 s 588E(4): 5.60
s 517: 5.470 s 588E(8): 5.60
s 518: 5.470 s 588E(9): 5.60
s 520: 5.470 s 588G: 1.90, 2.80, 4.190, 5.140, 5.560,
s 521: 5.470 5.570
s 530A: 5.360 s 588G(1A): 2.80
s 530A(2): 5.360 s 588G(1): 5.550
s 530B: 5.360 s 588G(2): 5.550
s 530C: 5.380 s 588G(3): 5.550
s 530C(3): 5.380 s 588H: 2.80
s 531: 5.370 s 588H(2): 5.560
s 532: 5.340 s 588H(3): 5.560
s 532(1): 5.340 s 588H(4): 5.560
s 532(7): 5.340 s 588H(5): 5.560
xviii
Table of Statutes
Corporations Act 2001 — cont s 601FF: 6.170

s 588J(1): 5.550 s 601FF(2): 6.170
s 588M: 5.550 s 601FS(1): 6.110
s 588V: 1.90, 5.570 s 601GA: 6.80, 6.100, 6.170
s 588W: 5.570 s 601GA(1): 6.130
s 588X: 5.570 s 601GA(2): 6.90, 6.130
s 588X(3): 5.570 s 601GA(3): 6.130
s 588X(4): 5.570 s 601GA(4): 6.310, 6.320
s 588X(5): 5.570 s 601GB: 6.80, 6.100, 6.120
s 588FA: 5.490, 5.500 s 601GC(1): 6.130
s 588FB: 5.490, 5.500 s 601GC(1)(b): 6.130
s 588FC: 5.490, 5.500 s 601HA: 6.80, 6.100, 6.140, 6.150
s 588FD: 5.490, 5.520 s 601HA(1): 6.140, 6.150
s 588FE: 5.480, 5.490 s 601HC: 6.80
s 588FF: 5.530 s 601HE: 6.150
s 588FF(1): 5.480 s 601HG: 6.80, 6.150
s 588FF(3): 5.480 s 601HG(1): 6.160
s 588FG(1)(a): 5.530 s 601HG(3): 6.160
s 588FG(1)(b): 5.530 s 601HG(4): 6.160
s 588FG(2): 5.530 s 601JA(1): 6.170
s 588FDA: 5.490, 5.510 s 601JB(1): 6.170
s 596A: 5.450, 5.670 s 601JC(1): 6.170
s 596B: 5.450 s 601JC(2): 6.170
s 596D: 5.450 s 601JD(1): 6.170
s 597(4): 5.450 s 601JD(2): 6.170
s 597(11): 5.450 s 601JD(3): 6.170
s 597(12): 5.450 s 601JD(4): 6.170
s 597(12A): 5.450 s 601KA: 6.310
s 601AC(1): 5.710 s 601KA(3)(b): 6.320
s 601AH(1): 5.720 s 601KA(4): 6.320
s 601AH(2): 5.720 s 601KA(5): 6.310
s 601AH(5): 5.720 s 601KA(6): 6.310
s 601EA: 6.80 s 601KB(1): 6.320
s 601EA(4): 6.80, 6.120 s 601KB(2): 6.320
s 601EB: 6.10, 6.70 s 601KB(3): 6.320
s 601EB(1): 6.80 s 601KB(5): 6.320
s 601EB(2): 6.80 ss 601KB to 601KE: 6.320
s 601EB(3): 6.80 s 601KC: 6.320
s 601ED(1): 6.70 s 601KD: 6.320
s 601ED(3): 6.70 s 601KE: 6.320
s 601ED(5): 6.70, 6.210 s 601KE(2): 6.320
s 601EE: 6.70 s 601KE(3): 6.320
s 601FA: 6.80, 6.90 s 601MA: 6.185
s 601FB: 6.90 s 601MA(3): 6.185
s 601FB(2): 6.90 s 601MB: 6.70, 6.185, 6.210
s 601FB(4): 6.90 s 601MB(2): 6.185
s 601FC: 6.100 s 601NA: 6.330
s 601FC(1): 6.100 ss 601NA to 601ND: 6.330
s 601FC(1)(g): 6.140 s 601NB: 6.330
s 601FC(1)(h): 6.140 s 601NC: 6.330
s 601FC(1)(i): 6.150 s 601ND: 6.330
s 601FC(2): 6.110 s 601PA: 6.330
s 601FC(4): 6.110 s 601RAB(2A): 9.50
s 601FC(5): 6.100 s 601RAC: 9.50
s 601FC(6): 6.100 s 601RAC(1)(b): 9.50
s 601FD: 6.100, 6.185 s 601RAC(1)(c): 9.50
s 601FD(1): 6.100 s 606: 6.320
s 601FE: 6.100 s 670A: 10.510
xix
Corporations Act 2001 — cont s 764A(1): 9.310

s 674: 5.680, 10.200, 10.430 s 764A(1)(a): 9.320
ss 674 to 675: 12.300 s 764A(1)(g): 12.40, 12.230
s 675: 10.200, 10.430 s 764A(l): 9.310
s 706: 3.170 s 765(2): 9.340
s 707: 3.160 s 765A: 9.250, 9.340
s 708: 3.170, 3.280 s 765A(1)(h): 9.290
s 708(14): 3.280 s 766A(1): 9.360
s 708A: 3.160, 3.170 s 766A(3): 9.360
s 709(2): 3.160 s 766A(4): 9.360
s 709(4): 3.160 s 766B: 9.370
s 710: 3.180, 10.200 s 766B(1): 9.370
s 711: 3.180 s 766B(3): 9.380
s 712(1): 3.160 s 766B(4): 9.380
s 715: 3.160 s 766B(5): 9.380
s 718: 3.170 s 766B(9): 9.370
s 719: 3.180 s 766C(1): 9.390
s 721: 3.180 s 766C(2): 9.390
s 727: 3.270 s 766C(3): 9.390
s 728: 3.200, 10.490, 10.510 s 766C(4): 9.390
s 728(1): 3.200 s 766C(5): 9.390
s 728(2): 3.180, 3.200 s 766D: 9.400
s 729: 3.190, 3.200, 10.490 s 766D(2): 9.400
s 731: 3.200 s 767A(1): 9.410
ss 731 to 733: 3.200 s 767A(2)(a): 9.400
s 732: 3.200 s 768A: 9.420
s 733: 3.200 s 768A(1): 9.420
s 739: 3.180 s 791A(1): 9.410
s 761A: 9.320, 12.40, 12.200 s 792A: 7.150
s 761D: 9.330, 12.40 s 819: 8.70
s 761D(1): 9.330, 12.210 s 911A: 9.50
s 761D(2): 9.330 s 911A(2): 9.60
s 761D(3): 9.330, 12.210 s 911A(2)(a): 9.60
s 761D(3)(c): 9.330 s 911A(2)(b): 9.60
s 761D(3)(d): 9.320 s 911A(2)(c): 9.60
s 761D(4): 9.330, 12.210 s 911A(2)(d): 9.60
s 761E: 12.300 s 911A(2)(f): 9.60
s 761G(5): 9.440, 9.470 s 911A(2)(g): 9.60
s 761G(6): 9.450, 9.470 s 911A(2)(h): 9.60
s 761G(7): 9.460, 9.470 s 911A(2)(i): 9.60
s 761G(8): 9.480 s 911A(2)(j): 9.60
s 761G(9): 9.480 s 911A(2)(k): 9.60
s 761G(11): 9.470 s 911A(2)(l): 9.60
s 761G(12): 9.440 s 911A(2)(ba): 9.60
s 761EA: 7.105, 9.310 s 911A(2)(ea): 9.60
s 761GA: 9.480, 10.460 s 911A(2)(eb): 9.60
s 762B: 9.260 s 911A(2)(ec): 9.60
s 762C: 9.260, 9.375 s 911A(2)(ee): 9.60
s 763A: 7.50, 9.250, 9.340 s 911A(6): 9.60
s 763A(1): 9.250, 9.260 s 911B: 9.60, 9.210
s 763A(1)(b): 9.375 s 911B(1): 9.210
s 763B: 6.114, 7.50, 9.270 s 912A: 6.90, 9.75, 10.530, 11.10, 11.90,
s 763C: 9.280, 9.375 11.280
s 763D(1): 9.290 s 912A(1): 9.70, 9.240, 10.40
s 763D(2): 9.290 s 912A(1)(a): 10.530, 11.60
s 763E(1): 9.300 s 912A(1)(d): 6.90
s 764(1)(b): 12.40 s 912A(1)(e): 9.80
s 764A: 9.250, 9.340 s 912A(1)(f): 9.230
xx
Table of Statutes
Corporations Act 2001 — cont s 941(3): 10.250

s 912A(1)(g): 9.70, 11.170, 11.180 s 941A: 10.230
s 912A(1)(aa): 9.70, 11.250 s 941B: 10.230
s 912A(1)(ca): 9.230 s 941C: 10.240
s 912(A)(2): 9.70 s 941D: 10.240, 10.250
s 912A(2): 11.170 s 941D(2): 10.250
s 912A(aa): 10.530 s 941D(3): 10.250
s 912B(1): 9.190 s 941D(4): 10.250
s 912B(2): 9.190 s 942A: 10.260
s 912B(3): 9.190 s 942B: 10.260, 10.490
s 912C: 10.520 s 942B(6A): 10.230
s 912F: 10.350 s 942B(2)(e): 10.180
s 913A: 9.100 s 942B(2)(f): 10.180
s 913B: 9.100 s 942B(3): 10.230, 10.260
s 914A: 10.520 s 942C: 10.260, 10.270, 10.490
s 915B: 9.120, 10.520 s 942C(6A): 10.230
s 915B(1): 9.110 s 942C(2)(f): 10.180
s 915C: 9.110, 10.520 s 942C(2)(g): 10.180
s 915C(2): 9.110 s 942C(3): 10.230, 10.260
s 915C(4): 9.110, 9.120 s 943A: 10.270
s 916A: 9.200 s 944AA: 9.380
s 916A(1): 8.100, 9.200 s 945A: 8.75, 11.90, 11.230
s 916A(2): 9.200 s 945B: 8.75, 11.150
s 916A(3): 9.200 s 946A: 10.300
s 916A(4): 9.200 s 946B: 10.330
s 916F: 9.200 s 946B(3A): 9.370
ss 917A to 917E: 11.90 s 946C(1): 10.340
s 917E: 9.230 s 946C(3): 10.340
s 917F(1): 9.230 s 946AA: 10.320
s 920A: 9.120, 10.520 s 946AA(4): 10.320
s 920A(1): 9.120, 10.520 s 946AA(5): 10.320
s 920A(2): 9.120 s 947A: 10.300, 10.350
s 920A(3): 9.120 s 947B: 10.350, 10.490, 10.530
s 920B: 10.520 s 947B(2)(a): 10.350
s 920B(1): 9.120 s 947B(2)(b): 10.350
s 920B(2): 9.120 s 947B(2)(c): 10.350
s 920C(1): 9.120 s 947B(2)(d): 10.180, 10.340, 10.350
s 921A(1): 9.130 s 947B(2)(e): 10.180, 10.340, 10.350
s 921A(2): 9.130 s 947B(2)(f): 10.110, 10.340, 10.350
s 921A(4): 9.130 s 947B(3): 10.280, 10.300, 10.350
s 923A: 9.140 s 947B(5): 10.350
s 923B: 9.150 s 947B(6): 10.280, 10.350
s 925A: 9.170, 9.180 s 947C: 10.350, 10.490
s 925A(1): 9.170 s 947C(2)(a): 10.350
s 925A(2): 9.170 s 947C(2)(b): 10.350
s 925A(3): 9.170 s 947C(2)(c): 10.350
s 925A(4): 9.170 s 947C(2)(d): 10.350
s 925A(5): 9.170 s 947C(2)(e): 10.180, 10.340, 10.350
s 925B: 9.170, 9.180 s 947C(2)(f): 10.180, 10.350
s 925C: 9.170 s 947C(2)(g): 10.110, 10.350
s 925D(1): 9.180 s 947C(3): 10.280, 10.300, 10.350
s 925D(2): 9.180 s 947C(5): 10.350
s 925E: 9.180 s 947C(6): 10.280, 10.350
s 925F: 9.180 s 947D: 10.340, 10.350, 10.490
s 925H: 9.180 s 947D(2): 10.350
s 925H(1): 9.180 s 949A: 10.170, 10.180
s 925H(2): 9.180 s 949A(1): 10.170
s 925I: 9.180 s 949A(2): 10.170
xxi
Corporations Act 2001 — cont s 991A: 10.200

s 949A(3): 10.170 s 1010A: 10.360
s 949A(4): 10.170 s 1010B: 10.360, 10.460
s 949A(5): 10.170 s 1012A: 10.380
s 951A: 10.180, 11.150 ss 1012A to 1012C: 10.370
s 951A(1): 11.150 s 1012B: 10.380
s 951A(2): 11.150 s 1012C: 10.380
s 952B: 10.490 s 1012D(9A): 10.460
s 952C: 10.480 s 1012D(1): 10.460
s 952D: 10.490 s 1012D(2): 10.460
ss 952D to 952M: 10.480 s 1012D(3): 10.460
s 952E: 10.490 s 1012D(5): 10.460
s 953B: 8.75, 10.490, 10.500 s 1012D(6): 10.460
s 953B(6): 10.500 s 1012D(7): 10.460
s 961(1): 10.60 s 1012D(8): 10.460
s 961(2): 10.60 s 1012D(9): 10.460
s 961(3): 10.60 s 1012E: 10.460
s 961(4): 10.60 s 1012J: 6.10, 10.420
s 961(5): 10.60 s 1013A: 10.420
s 961(6): 10.60 s 1013B: 10.420
s 961B: 10.80, 10.95, 10.100, 10.130, s 1013C: 10.490
10.140, 10.500 s 1013C(1)(a)(i): 10.420
s 961B(1): 10.80 s 1013C(3): 10.360
s 961B(2): 10.80 ss 1013C to 1013F: 10.420
s 961B(2)(c): 10.80 s 1013D: 10.390, 10.420, 10.430
s 961B(2)(d): 10.80 s 1013D(1): 10.430
s 961B(2)(e)(i): 10.80 s 1013E: 10.420, 10.430
s 961C: 10.80 s 1013F(2): 10.430
s 961D: 10.80 s 1013G: 10.420
s 961E: 10.80 s 1016A: 10.360
s 961G: 10.100, 10.130, 10.140, 10.500 s 1016F: 10.500
s 961H: 10.130, 10.140, 10.350, 10.500 s 1018A: 9.370, 10.440
s 961H(1): 10.110 s 1019A: 10.450
s 961H(2): 10.110 s 1019B: 10.450
s 961H(3): 10.110 s 1019B(3): 10.450
s 961H(4): 10.110 s 1020D: 10.180, 11.150
s 961J: 10.120, 10.130, 10.140, 10.500 s 1021B: 6.10, 10.490
s 961K: 10.130 s 1021C: 10.480
s 961L: 10.130 s 1021D: 10.490
s 961M: 10.130, 10.500 s 1021E: 10.490
s 961Q: 10.140 s 1022B: 10.490, 10.500
s 963A: 11.270 s 1022B(7): 10.500
s 963C(c): 11.270 s 1041H: 5.680, 8.75, 10.510, 11.220
s 963C(d): 11.270 s 1041H(3): 10.510
s 963E: 11.260 s 1041I: 8.75, 11.220
s 963F: 11.260 s 1042A: 12.40, 12.150, 12.300
s 963G: 11.260 s 1042B: 12.40
s 963H: 11.260 s 1042C: 12.180, 12.300
s 963J: 11.260 s 1042C(1)(a): 12.300
s 963K: 11.260 s 1042C(1)(b): 12.180, 12.300
s 963L: 11.260 s 1042D: 12.170
s 964A: 11.260 s 1042F(1): 12.60
s 964D: 11.260 s 1042G(1)(a): 12.160
s 964E: 11.260 s 1042H(1): 12.160
s 974C: 10.530 s 1043(1): 12.300
ss 985E to 985J: 9.310 s 1043(2): 12.300
s 985K: 9.310 s 1043A: 12.120, 12.130, 12.300
ss 985EA to 985K: 9.310 s 1043A(1): 12.60
xxii
Table of Statutes
Corporations Act 2001 — cont Ch 7: 6.10, 6.70, 6.90, 6.370, 7.50,

s 1043A(1)(c): 12.60, 12.300 7.100, 7.170, 7.180, 7.190, 8.70,
s 1043B: 12.300 9.10, 9.20, 9.76, 9.190, 9.200,
s 1043C: 12.300 9.250, 9.260, 9.290, 9.310, 9.320,
s 1043C(1)(b): 12.250 9.330, 9.340, 9.370, 9.380,
s 1043E: 12.130 9.430, 10.10, 10.40, 10.180,
s 1043F: 12.160 10.190, 10.210, 10.360, 11.10,
s 1043G: 12.160 11.20, 11.60, 11.80, 11.250
s 1043H: 12.150 Pt 7.6: 9.10, 9.40
s 1043I: 12.150 Pt 7.7: 10.10, 10.180, 10.220, 10.470,
s 1043J: 12.150 10.480, 10.490, 10.500, 11.60,
s 1043L(2): 12.260 11.150, 11.230
s 1043M: 12.250 Pt 7.7 Div 3: 9.380
s 1043M(2)(b): 12.250 Pt 7.7A: 10.10
s 1043M(3)(b): 12.250 Pt 7.9: 6.10, 6.114, 6.185, 6.210,
s 1043N: 12.260 9.330, 10.10, 10.180, 10.240,
s 1071F: 2.200 10.360, 10.420, 10.470, 10.480,
s 1282(3): 5.340 10.490, 10.500, 11.60, 11.150
s 1282(4): 5.340 Pt 7.9, Div 2: 10.170
s 1282(5): 5.340 Sch 3: 4.190, 12.250
s 1286: 5.340 Sch 10C: 10.390
ss 1290 to 1298: 5.340
s 1311(1): 10.170 Corporations Amendment (Financial
s 1312: 12.250 Advice Measures) Act 2016: 9.490,
s 1317E(1): 4.300 10.95
s 1317E(1)(jf): 12.260 Corporations Amendment (Financial
s 1317E(1)(jg): 12.260 Advice) Regulation 2015: 9.490
ss 1317E to 1317J: 4.190
s 1317F: 4.300 Corporations Amendment (Further
s 1317G: 4.300, 5.550, 12.260 Future of Financial Advice Measures)
s 1317H: 4.300 Act 2012: 9.490
s 1317J: 4.300 Corporations Amendment (Future of
s 1317DA: 12.260 Financial Advice) Act 2012: 9.490
s 1317HA(1): 12.260
s 1317HA(2): 12.260 Corporations Amendment Regulations
s 1318: 4.180, 4.300 2010 (No 5): 6.117
s 1324: 2.310, 4.300 Corporations Amendment (Revising
s 1324(1A): 2.310 Future of Financial Advice) Regulation
s 1324(1B): 2.310 2014: 9.490
s 1325: 6.185, 8.75
s 1325(2): 6.185 Corporations Amendment (Sons of
reg 7.7.11: 10.350 Gwalia) Act 2010: 3.190
reg 7.7.11A: 10.350 Corporations Amendment (Streamlining
reg 7.7.12: 10.350 Future of Financial Advice) Regulation
Ch 1: 11.80 2014: 9.490
Ch 2E: 4.270
Ch 2J: 5.680 Corporations Legislation Amendment Act
Ch 2L: 3.280 1991: 12.180
Ch 5C: 6.10, 6.90, 6.110, 6.185, 6.310, Corporations Legislation Amendment
6.380, 7.180, 7.190, 9.330 (Financial Services Modernisation) Act
Pt 5C.6: 6.310, 6.320 2009: 7.105, 9.50, 9.310
Ch 5D: 9.50 Item 1: 3.230
Ch 6D: 3.80, 3.140, 3.160, 3.180, 3.200,
3.270, 3.280, 6.10, 7.190, 8.80, Corporations Regulations 2001: 6.117
9.330, 9.370, 10.200, 10.360, regs 5.6.06 to 5.6.10: 5.430
10.490 reg 5.6.11(2): 5.220
Ch 6CA: 10.200, 10.360 reg 6CA.1.01: 12.300
xxiii
Corporations Regulations 2001 — cont s 14: 3.450

reg 7.1.04(1): 12.210 s 19(1): 3.410
reg 7.1.04(2): 12.210 s 20: 3.400
reg 7.1.04(3): 12.210 s 21: 3.420
reg 7.1.06: 9.340 s 43: 3.470
reg 7.1.08: 9.370 s 53: 3.470
reg 7.1.08(1): 9.370 s 55: 3.440, 3.450
reg 7.1.08(3): 9.370 s 55(5): 3.410
reg 7.1.29(3): 9.380 s 56: 3.440
reg 7.1.29(4): 9.380 s 57: 3.460
reg 7.6.01C(1)(e): 10.350 s 62: 3.450
reg 7.7.02: 10.310 s 322: 3.430
reg 7.7.02A: 10.310 Pt 2-5: 3.470
reg 7.7.08C: 10.320
reg 7.7.09A(1): 10.320 Personal Property Securities Amendment
reg 7.7.09A(10): 10.320 (Deregulatory Measures) Act 2015:
reg 7.7.11: 10.350 3.370
reg 7.7.12: 10.350 Privacy Act 1988: 11.280
reg 7.7.12D: 11.270 s 6: 11.280
reg 7.7A14: 11.270 s 6C: 11.280
reg 7.7A.15: 11.270 s 6D: 11.280
reg 7.8.11A: 11.270 Sch 3: 11.280
reg 7.9.15DA: 10.410
reg 7.10.1: 12.40 Proceeds of Crime Act 1987: 5.610
reg 7.10.01: 12.230
reg 7.129: 9.380 Superannuation Industry (Supervision)
reg 9.12.01(d): 12.300 Act 1993: 6.50
Sch 2: 5.90 s 10: 12.230
Sch 10E: 6.117 s 18: 12.230
Form 509H: 5.90 Superannuation Industry (Supervision)
10B 10B: 10.390 Regulations 1994
10D 10D: 10.390 reg 1.04(5): 12.230
10E 10E: 10.390
Trade Practices Act 1974: 8.70, 11.80,
Financial Sector Reform (Consequential 11.130
Amendments) Act 1998: 11.100 s 52: 5.680
Financial Services Reform Act 2001: 7.180 Trade Practices Amendment (Australian
Financial Services Reform Bill 2001: 9.270 Consumer Law) Act (No 1) 2010: 11.145
Financial Transactions Reports Act 1988:

7.200
NEW SOUTH WALES
Income Tax Assessment Act 1936: 5.370 Law Reform (Miscellaneous Provisions)
Act 1946
Life Insurance Act 1995: 6.50 s 5: 4.80
National Consumer Credit Protection Act
2009: 11.100 VICTORIA
Personal Property Securities Act 2009: Companies (Victoria) Code: 6.210
3.350, 3.490
s 8: 3.370 WESTERN AUSTRALIA
s 8(1)(f): 3.350
s 8(1)(j): 3.350 Companies (Co-operative) Act 1943
s 8(1)(ja): 3.350 Pt VI: 6.50
s 10: 3.360
s 12: 3.370 UNITED STATES
s 12(3): 3.370
s 13: 3.370 Sarbanes-Oxley Act 2002: 4.10, 4.70
xxiv
CHAPTER 1
The Nature of Investing in a Company
[1.20] Introduction ................................................................................................... 1

[1.20] Key points .......................................................................................................... 1
[1.30] Key terms ........................................................................................................... 2
[1.50] Nature of companies.................................................................................... 2
[1.50] Formation of companies .................................................................................. 2
[1.60] Structure of companies .................................................................................... 3
[1.70] Limited liability ................................................................................................. 5
[1.80] The company as a separate legal entity ........................................... 5
[1.90] Piercing the corporate veil .............................................................................. 6
[1.110] Company ownership and control.............................................................. 6
[1.110] Separation of ownership and management ............................................... 6
[1.120] The role of the board of directors ................................................................ 8
[1.130] The influence of investors on the board ..................................................... 8
[1.140] Becoming a member ....................................................................................... 9
[1.160] The investor’s equity interest ................................................................... 10
[1.160] The company’s power to issue shares ...................................................... 10
[1.170] Nature of equity interests ............................................................................ 10
[1.180] Membership rights ............................................................................. 10
[1.190] The nature of shares .......................................................................... 11
[1.200] Nature of preference shares ........................................................................ 11
[1.210] Nature of ordinary shares ........................................................................... 12
[1.230] Other types of investment ........................................................................ 12
[1.230] Debt interests in the company .................................................................... 12
[1.240] Other asset classes – the need for diversification ................................... 13
[1.250] Cash and fixed interest investments .............................................. 14
[1.260] Government and non-government bonds ................................................ 15
[1.270] Risk and investor implications ................................................................... 15
INTRODUCTION
Key points
[1.20] This chapter will provide a greater understanding of:
• the nature of a company and its structure and formation;
• the role of the board of directors and its relationship with investors;
• the different types of interest that an investor may have in a company; and
• the nature of shares, and the types of rights that attach to shares.
[1.20] 1
Key terms
[1.30] The key terms in this chapter are:
• Company
• Australian Securities and Investments Commission (ASIC)
• Australian Securities Exchange (ASX)
• Proprietary company
• Public company
• Registered office of a company
• Constitution
• Listed company
• Stock exchange
• Limited liability
• Replaceable rules
• Separate legal entity
• Corporate veil
• Equity interest
• Debt interest
• Bond
• Debenture
• Ordinary share
• Preference share
• Participating preference shares
• Cumulative preference shares
• Converting preference shares
• Redeemable preference shares
NATURE OF COMPANIES
Formation of companies
[1.50] An Australian company is created pursuant to the provisions of the
Corporations Act 2001 (Cth) by lodging the prescribed form for application of
registration of a company, plus prescribed fee, with the Australian Securities and
Investment Commission (ASIC). The form complies with s 117 of the Corporations
Act 2001, 1 which sets out a number of requirements and matters that must be
specified in the application, such as: the name and type of company, the names
and addresses of directors and members, the number of shares held by each
1 All legislative references are to the Corporations Act 2001 (Cth), unless otherwise specified. This
legislation can be reviewed at http://www3.austlii.edu.au/au/legis/cth/consol_act/ca2001172/
2 [1.30]
The Nature of Investing in a Company | CH 1
member, the address of the registered office of the company (which is the place
where documents can be served on a company), and whether the company has a
company constitution.
The application also needs to specify whether the company will be a
proprietary company, or a public company. Different legal obligations apply to
proprietary and public companies, and only public companies can be listed on a
stock exchange. Public companies also have more onerous reporting
requirements.
There are around 2.25 million companies in Australia, of which about 2,140
are listed entities. 2 Listed companies have contractually agreed with a securities
exchange (such as the Australian Securities Exchange, also known as the ASX) to
comply with the exchange’s Listing Rules. Shares in such companies can be
bought and sold through the securities exchange. For that reason, it is much
easier for Australian investors to invest in publicly listed companies rather than
in unlisted companies.
Recent proposed amendments to the law to allow relatively small public and
unlisted companies, with both gross assets and gross turnover under $5 million,
to raise up to $5 million under a new “crowd-funding” disclosure regime with
reduced disclosure requirements have lapsed before passing the Senate. The
reforms are likely to resurface in the next parliamentary session. With provisions
for facilitating the transfer of securities in such companies, without being listed,
these reforms may change the preference for new company structures in the
future.
Structure of companies
[1.60] The most common type of company in Australia is a company limited by
shares. 3 The investors in such companies are called “shareholders” because they
own (hold) “shares” in the company. A share is property and can be transferred;
in non-listed companies this occurs privately by private contract; in listed
companies, the transfer of shares often occurs on a securities market such as the
ASX.
Companies limited by shares need to have at least one shareholder (s 114).
There is no maximum number of shareholders for a public company. A
proprietary company with more than 50 non-employee shareholders can be
required to convert to a public company: s 113. Proprietary companies require a
minimum of one director resident in Australia; public companies require a
minimum of three directors, two of which must reside in Australia: s 201A.
Public companies must have a company secretary; proprietary companies can
choose whether or not to have a company secretary: s 204A.
2 ASIC Annual Report, 2014–2015.

3 Section 9 of the Corporations Act 2001 defines a “company limited by shares” as a company formed
on the principle of having the liability of its members limited to the amount (if any) unpaid on the
shares respectively held by them.
[1.60] 3
Another type of company is a company limited by guarantee. 4 Such a

company does not have or issue shares; instead its investors invest a sum of
money in the company (the “guarantee” amount). This amount may be paid at
the time the investor invests in the company, or some or all of it may be
promised to be paid at a future time. These companies are less common than
companies limited by shares. Companies limited by guarantee are, by nature,
public companies, however, companies limited by guarantee with annual or
consolidated revenue of up to $1 million have lesser reporting obligations than
other public companies. (Companies limited by guarantee with annual or
consolidated revenue of under $250,000 have no requirement for financial
reporting, auditing, directors’ reports, unless required by ASIC or a member).
Some confusion can arise between the terms “shareholder”’ and “member”. A
member of a company is an investor in the company — such as a shareholder, in
a company limited by shares, or as a person promising to guarantee an amount,
in a company limited by guarantee. Thus a shareholder will always be
categorised as a member of the company, but not all members of companies are
shareholders (because not all companies have shares). The term “member” is
also broader than just the laws relating to companies — we also speak of
“members” of an investment scheme (meaning investors in that scheme) or of a
superannuation fund (meaning subscribers to that fund). Generally, a “member”
is someone who has applied funds towards a common/shared form of
investment, although the term has been specifically defined by the courts in
some circumstances. This will be discussed later in this book. For now, it is
worth noting the definition of “member of a company” in s 231:
A person is a member of a company if they:
(a) are a member of the company on its registration; or
(b) agree to become a member of the company after its registration and their
name is entered on the register of members; or
(c) become a member of the company under section 167 (membership arising
from conversion of a company from one limited by guarantee to one limited
by shares).
The relationship between the company, its members and its directors is governed
by the company’s internal rules. The internal rules can be either a constitution,
individualised to meet the company’s needs, or the default Replaceable Rules,
which are default rules set out in the Corporations Act 2001. These default rules
are located throughout the Corporations Act 2001, but are indexed in s 141, and
are for companies without a constitution displacing them.
4 Section 9 of the Corporations Act 2001 defines a “company limited by guarantee” as “a company
formed on the principle of having the liability of its members limited to the respective amounts that
the members undertake to contribute to the property of the company if it is wound up”.
4 [1.60]
The Nature of Investing in a Company | CH 1
Limited liability
[1.70] Historically, companies came into existence for the purpose of accumulating
capital from investors in order to exploit commercial opportunities. Initially,
investors were personally liable for debts incurred as a result; nowadays the
corporate structure and form provides protection to investors by means of a
doctrine known as “limited liability”. This doctrine is so-named because an
investor’s liability to the company is limited to the subscription price for their
investment in the company (such as subscription for shares, or the amount
agreed upon to be “guaranteed” to the company in a company limited by
guarantee) — once that amount is agreed upon, the investor cannot normally be
made liable for any additional amount required to pay the company’s debts.
Where the subscription price of the investment was not fully paid at the time
of the investment in the company, in the case of most companies, holders of
those shares are contractually obligated to pay “calls” on those shares until the
price is fully paid: s 254M. A “call” on shares is a demand by the company for
payment of some or all of the unpaid balance of the issue price of the shares.
This is an important issue for investors holding partly-paid shares, in that calls
can be made on the shares at any time. Even (and especially) in a winding up,
investors holding partly paid shares can be required to pay any unpaid balance.
The exception to this is in the case of no-liability companies, confined to mining
ventures (s 112(2)), where investors are not obligated to pay any call, but if they
choose not to pay the call, will forfeit their shares pursuant to s 254Q. Thus,
investors in partly-paid shares in a mining venture risk forfeiture of their shares
and, consequently, loss of their investment if, when a call is made on those
shares, they choose not (or are not in a financial position) to continue
contributing to the company’s capital. However, one advantage is that, unlike
partly-paid shareholders in other companies, they cannot be forced to pay the
balance of the subscription price in the event of a liquidation.
The company as a “separate legal entity”

[1.80] Once registered, a company becomes a “legal person” (that is, a person
recognised by the law). It is a legal entity that is separate and distinct from those
who have incorporated it. This principle of “separate legal entity” is the
cornerstone of company law, and is demonstrated by ss 119 and 124 of the
Corporations Act 2001, which specifically provide that a company is created by
registration and after registration is able to own property, enter contracts and sue
and be sued, all in its own name. Likewise, any contracts entered into by the
company are binding on the company, and will not bind any shareholder
personally unless the shareholder becomes a party to the contract.
As discussed above, a share may be fully paid for at the time of subscription,
or partly-paid. The rights attaching to shares will depend on the nature of the
interest in the company issued by the company. Most shares are known as
“ordinary shares” but some shares will have special rights.
[1.80] 5
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“Help yourself, Mr. Carter, but don’t keep me in suspense,” he pleaded.
“What have you learned?”
Nick did not hurry. He settled back in an armchair, lighting a cigar, and
inquired:
“Where have you been?”
“To the opera.” Garland swung round from the roller shades he had
lowered. “God above! isn’t it ghastly! Think of it! To the opera—with a
heart of lead and blood like ice in one’s veins. But I had to go, have to keep
up appearances, or the truth might leak out. On the dead, Carter, I think I am
booked for the bug house. Do tell me what you have——”
“Patience,” Nick interrupted. “Sit down and be calm. When I talk with a
man I want him to have a level head on his shoulders. That’s right; light a
cigarette. It will steady you—temporarily. Where did you go after the
opera?”
“To supper with a party of friends.”
“Including whom?”
“Senator Barclay and his daughter, the Baron Esterveldt and his wife,
with Miss Warren, whom I mentioned to you this afternoon. Captain Casper
Dillon, an ex-army officer, joined us in our box and accompanied us to
supper. He is a friend of the Esterveldts.”
“Captain Dillon,” Nick observed, blowing a wreath of smoke toward the
ceiling. “Ex-army officer, did you say?”
“Yes.”
“Are you well acquainted with him?”
“Quite well. I meet him frequently at the home of the Esterveldts, when I
go there to see Miss Warren. She is their niece, you know, and Captain
Dillon is an intimate friend of the family.”
“Miss Warren is their niece?”
“Yes.”
“How did that happen? Hers is an English name.”
“Her father was an English naval officer.”
“Ah!”
“He married a sister of the Baron Esterveldt. Both have been dead for
several years, and Verona since has lived with the Esterveldts.”
“H’m, I see.”
“They have an extensive estate in Bohemia and a residence in Berlin.
They have been in Washington nearly a year, however, for Verona is very
fond of America and of Miss Barclay. They met abroad more than a year ago
and became very friendly. The Baron Esterveldt entertained the Barclays at
that time, and Senator Barclay is now doing all in his power to return the
compliment.”
“Naturally,” said Nick oddly.
“It was through him that I met Miss Warren and—well, I fell over head
and ears in love with her.” Garland enthused for a moment. “She’s a
wonderful girl, Carter, a marvel of beauty, wit, and brilliancy. You ought to
meet her. To see her is to worship her. She’s the most fascinating girl——”
“Where do the Esterveldts reside?” Nick interposed.
“They rent a fine place near the Dupont Circle, that of the late General
Dexter.”
Nick mentally noted the location, then said a bit bluntly, throwing his
half-smoked cigar into a cuspidor:
“That, I infer, is all you know about these people?”
Garland stared at him.
“Know about them?” said he. “What more need one know? Why do you
speak like that? Why have you delayed to question me about them? Tell me,
Carter, I implore you, what have you learned about——”
Nick checked him with a gesture.
“I have learned enough, Garland, to convince me that I am justified in
what I am about to say,” he replied impressively. “It is going to hurt you. It
is going to stab you in a tender spot, but it will be for your own good, and I
have no alternative but to say it. Your honor is at stake, Garland, and the
integrity of a United States senator is in jeopardy.”
Garland lurched forward in his chair.
“Good God!” he gasped hoarsely. “What do you mean, Carter? What do
you mean?”
“Did you see Captain Dillon talk with a man at another table this
evening?”
“Yes, of course.”
“Did you see the man?”
“Certainly.”
“Could you identify him if you were to see him again?”
“Yes, yes, surely! But why——”
“Have a look.”
Nick removed his disguise and thrust it into his pocket.
Garland swayed unsteadily, staring with wide, dilated eyes and twitching
lips. He did not speak for a moment. He seemed to be trying to grasp the
situation, to take in the full significance of what Nick had said, and evidently
had done. He made a desperate effort to steady himself, clenching his hands
till the nails ate into the palms.
Then, suddenly, he hurled his cigarette into the fireplace and spoke with a
sort of fierce composure, as a man might who had clutched his heart with his
hand and held it with an iron grip.
“I have heard that you are a man of many faces,” said he. “I now can
believe it. I know, too, that you are one man in a million, that you are above
dramatic claptraps and needless subterfuge. I’m nerved for whatever you
may say to me. Come across with it.”
“Good for you,” said Nick approvingly. “You’re a big man, Garland, big
in more ways than one, and a splendid future awaits you. You are so big, in
fact, like other men I have known, that you are blind to the servile treachery
and dirty trickery of which some are capable, both being so foreign to you.
That is one reason why big men are sometimes easily made the dupes of the
others.”
“Dupes?”
“I heard you say to-night, Garland, that you hoped you had not lost your
best friend.”
“Best—best friend! You don’t mean—you don’t mean——”
Garland choked and loosened the collar on his throbbing neck.
“I mean the woman you know as Verona Warren,” said Nick. “I am going
to take her away from you—for your own good.”
“You mean——”
“I mean that her name is not Verona Warren,” Nick went on impressively.
“I saw her in St. Petersburg three years ago, while engaged on a case for this
government. She did not see me, or know of my presence there, but I learned
all about her. She then was a spy in the Russian secret service, one of their
cleverest, bar none. Her name is Irma Valaska. She is the widow of a
Russian soldier who was killed in Korea. Two years ago she failed in a
mission intrusted to her, and she fled from Russia. She then entered the
secret service of one of the Balkan states. I don’t know just what European
power she now is serving, but I do know——”
Nick leaned forward and spoke with redoubled earnestness.
“I do know that she is here as a spy for some foreign power, or powers;
that her secret mission is to get information concerning our coast-line
fortifications and defense. I know that she, with them to whom she pretends
to be related, this Baron Esterveldt and his wife, have made you and Senator
Barclay their dupes, and that the theft of your portfolio and the government
plans was the work of this woman, as base, treacherous, and——”
“Stop! I cannot believe——”
“You stop!” Nick forcibly interrupted. “Do I need to say, Garland, that I
would not tell you this if I were not absolutely sure of it? I am absolutely
sure. Listen to me. I will tell you something more.”
Garland obeyed and listened, not once interrupting. He looked like a man
turned to stone.
Nick told him from beginning to end what he had learned since talking
with Chief Welden, also much that he had done and suspected.
It brought home the truth to his hearer. It opened his eyes to the treachery
of which he had been the victim. It turned to dead ashes the love that had
made it possible. He covered his ghastly face with his hands, sobbing
convulsively for several moments, and then he met the blow man fashion.
“My God, it is terrible, terrible!” he said hoarsely, gazing again at Nick.
“You have forced me to believe, to realize, but—oh, this woman!”
“She has deceived abler men than you, Garland,” said Nick kindly. “You
must tear her out of your heart.”
“Must—I have!” said Garland, with sudden vehemence. “There is no
alternative.”
“As a matter of fact, Garland, this conspiracy dates back more than a
year,” Nick said confidently. “It began with the Baron Esterveldt’s
hospitality to the Barclays when they were abroad. It was framed up at that
time and the way paved for what since has occurred. Captain Dillon had a
hand in it as long ago as that, for I since have learned that he then was in
Europe.”
“You must be right, Carter,” Garland said, more calmly. “I now see it
plainly. My honor is at stake, as you said, and the integrity of Senator
Barclay. What’s to be done?”
“You can do nothing,” Nick replied. “The recovery of those plans before
any advantage can be derived from them is my work.”
“But is it possible?”
“I must make it possible. You, Garland, must do what I direct.”
“I will. But what?”
“I want you where I can reach you quickly, if necessary,” said Nick. “I
also think it wise for you to disappear temporarily. I may be able to turn that
to some advantage. I am stopping at the Willard. Leave here to-morrow
morning and register there in this disguise under the name of John Black.
Get a room on the third floor, if possible, on which I am located.”
“I will do so,” said Garland, taking the disguise.
“I am registered as Arthur Greenleaf,” Nick added. “Two of my assistants
are in same suite. Don’t seek me, however, nor make any inquiries. Merely
lie low and wait till I come to you. Do you understand?”
“Perfectly,” said Garland. “I will follow your instructions to the letter.”
“Very good,” Nick replied. “Where is the dummy portfolio and the papers
it contained?”
“Here, in my safe.”
“Just as you found it when you arrived home last Friday evening?”
“Yes.”
“Let me have it,” said Nick. “I think I can make use of it.”
Garland hastened to get it.
Nick examined it for a moment, then arose and extended his hand.
“That’s all for to-night, Garland,” said he. “Keep a stiff upper lip. There
will be something doing to-morrow.”
CHAPTER VII.
INTO A TRAP.
“Andy Margate is the man we must get. He is the rascal who now has the
government plans. Andy Margate is the man we must get—and lose no time
in getting him.”
These forcible declarations came from Nick Carter soon after eight
o’clock on the morning following his impressive interview with Harold
Garland. They were addressed to Chick and Patsy, then in their suite in the
Willard immediately after breakfast.
“But how to get him is the question,” Chick replied. “Patsy and I have
searched every inch of advertising space in every newspaper, but we could
find absolutely nothing that seems to relate to the stolen plans.”
“Which denotes very plainly to me, Chick, that Margate has not yet
begun negotiations to dispose of them, neither with the original thieves, nor
with any government official,” said Nick.
“That’s reasonable, of course.”
“Naturally, too, Garland is the man with whom he would most likely have
communicated,” Nick added. “He has not done so, which further convinces
me that I am right. Margate and his confederates are waiting for some move
or publication by the government, and to see where they can get in their
work to the best advantage.”
“It does look so, Nick, I’ll admit,” Chick allowed.
“We must get them, therefore, before they can accomplish anything more
serious.”
“But how?”
“I have opened the way,” said Nick. “Carney will be liberated this
morning. If my theory is correct, he will hasten to rejoin Margate and the
other scamp who assaulted Dillon.”
“Gee! that looks like a copper-riveted cinch,” said Patsy. “Carney can be
shadowed and the others located.”
“That is precisely what I want you to do, Patsy,” Nick replied. “Go to the
courthouse in disguise and pick him up when he leaves. Keep an eye on him
till you have found the others, and then report to me as quickly as possible.”
“Trust me for that, chief,” said Patsy, hastening to make ready.
“In the meantime, Chick, you begin an espionage on the Esterveldt
place,” Nick directed. “I suspect that Margate knows of Dillon’s intimacy
with them, and if he knows the occasion of it, he may attempt to covertly
communicate with them. The Baron Esterveldt undoubtedly is the big finger
in the service of the foreign power guilty of this conspiracy. He is the one
who is providing the money, a fact that Margate may have discovered.”
“I agree with you,” said Chick. “That would be the natural quarter for the
rascal to turn. I’ll have an eye on the place within half an hour.”
“Very good.”
“What are your own plans?”
“I’m going after Captain Casper Dillon,” said Nick, with ominous
intonation. “I have opened the way to that, also. I propose to clinch my
suspicions without further delay. I want that miscreant traitor at the outset,
and I’m going to get him.”
“That’s the stuff, chief,” cried Patsy. “He ought to be nailed right off the
reel.”
“He’ll be nailed, Patsy, all right,” Nick grimly answered.
There was the usual gathering of spectators in the municipal court that
morning. Some persons have a morbid interest in watching the wheels of
justice revolve, in viewing culprits vainly squirming to slip through the
meshes of the legal net, and to witness their condemnation to righteous
punishment.
Among them that morning was a sinister-looking fellow in a baggy
brown suit and woolen shirt, who would really have looked more in place in
the prisoner’s dock than in one of the chairs allotted to spectators.
He had no interest in the proceedings, nevertheless, until the case of
Thomas Carney was called and that worthy put in an appearance—a stocky,
dark man of thirty, wearing a scowl evincing his resentment of his long
detention in custody.
Much to his surprise, no doubt, as well as that of his lawyer, the court was
favorably impressed with the argument of his attorney, and decided there
were no grounds for longer holding the prisoner, and Mr. Thomas Carney
was forthwith discharged.
Patsy Garvan, the spectator in baggy brown, then had disappeared from
the courtroom. He was watching from across the street the door from which
Carney would emerge, and he had not long to wait.
Carney came out with his lawyer, with whom he shook hands before they
parted. He then hurried through Sixth Street, bringing up in a few minutes
near Center Market, where he was met by a seedy fellow who emerged from
the market, and who evidently said a few words to him while passing.
Patsy was not near enough to hear him, however, though he detected the
fact and came to a quick conclusion.
“That fellow was waiting for him and gave him instructions from some
one,” he said to himself. “It has started him in a new direction. It’s money to
marbles that he was directed where to meet Margate.”
Patsy was right to that extent.
Carney appeared, however, to have no thought that he might be followed,
which made it perfectly easy for Patsy to shadow him.
Pausing only once in a barroom, where he gulped a stiff drink of whisky,
Carney shaped a course that took him into one of the lowest parts of the city,
where he brought up at an inferior wooden house adjoining a narrow court
making in next to the bare back wall of a brewery.
Sauntering by the court, into which Carney had quickly disappeared,
Patsy saw that a diverging alley led to the back of the house, beyond which
was a motley collection of old buildings, at none of the windows of which he
could discover any person.
“I’ll take a chance in the alley,” he said to himself, noting that the narrow
court was deserted. “The rascal evidently has entered the back door of the
house. I must find out for what, or who’s there, at least. It may be where the
rascal lives.”
Turning back, having come to that decision, Patsy stole into the court,
crouching below the side windows of the house, the curtains of which were
lowered. Then hugging the board fence of a small rear yard, he crept to the
entrance of the alley, into which he cautiously peered.
Despite his caution, however, this move was a fatal one. His head no
sooner protruded beyond the corner of the fence, than an uplifted bludgeon
fell as quick as a flash, catching him squarely on the skull and sending him
to the ground as if felled with an ax.
Three men, including Carney, quickly leaped upon him, one instantly
winding a thick scarf around his head; and before Patsy had even begun to
recover from the stunning blow, he was caught up bodily and carried through
the back door of the house, which one of the ruffians hurriedly closed and
locked.
A dash of cold water brought Patsy to himself, so completely to himself,
in fact, that he realized what had occurred before he betrayed that he was
reviving; and instantly resolved to hide that fact until he could learn, or
stealthily draw his revolver and hold up his captors.
The last ambitious move was nipped in the bud by a sharp command from
one of them—a wiry, muscular fellow in the twenties, whose right hand had
struck Patsy to the ground.
“Cut out that water, Tom,” he cried, addressing Carney, who had dashed
the water upon Patsy after they had dropped him on the kitchen floor. “This
isn’t a bathhouse. Turn him over first and be sure we are right. See whether
he carries a gun and bracelets. Those would clinch it.”
“I know I’m right,” said another, with a voice so cold and keen that it
fairly cut into Patsy’s ears. “You’ll find both gun and bracelets. Put the irons
on him, hands behind him, and make sure they are tightly locked. There will
be time enough to revive him.”
“That’s no pipe dream, Andy,” said the other, while he hastened to assist
Carney.
They had turned Patsy face downward while speaking, both crouching
over him, and he knew that any attempt to resist them would result only in
additional rough usage and do no earthly good. The mention of Margate’s
name, however, had told him into whose hands he had fallen, and their
remarks indicated plainly enough that he had walked into a trap.
“I thought you had killed him, Larry, mebbe,” growled Carney. “I wanted
to make sure you hadn’t. I’m not running my neck into a rope.”
“Rope be hanged!” snapped the other, subsequently learned to be one
Laurence Trent, and by far the worst crook of the two. “Ah, I thought so.
Here they are, Andy.”
Patsy felt his two revolvers jerked from his pockets, and then the chill of
the handcuffs around his wrists, locked with a pressure that nearly stopped
the circulation. He still pretended to be unconscious, nevertheless, bent upon
learning more and biding his time for a counter-move.
“I knew you would find them,” said Margate. “I’ve known from the first,
Larry, that I must be right.”
“These prove it, Andy.”
“As for your running your neck into a rope, Carney, you’re no good at
running,” said Margate, coldly addressing the other. “Otherwise, you would
have worked your legs fast enough to keep out of limbo. You’ve come near
making a mess of a good thing.”
“I’m sorry, Andy, on my word,” replied Carney. “But I slipped in starting,
and that put me behind. I hope I have not queered it.”
“I never let a job of mine be queered,” Margate said, with sinister
assurance. “I can see my way clear, all right, but we must get in our work
more quickly than if these infernal sleuths had not turned up.”
“Who d’ye think is on the case?” growled Trent, who had been making
Patsy doubly secure with a cord around his elbows.
“I dunno,” said Carney, turning to him. “Who?”
“Nick Carter.”
“The devil he is!” Carney gasped, staring.
“Leastwise, Andy saw him in Hardy’s office yesterday afternoon, and he
reckoned——”
“Never mind what I reckoned, Larry, just now,” Margate interrupted. “Sit
this whelp against the wall and chuck some more water on him. We must
find out just what Carter knows, or suspects, and what he has done. He knew
me, all right, or this blooming idiot would not be here. We’ll find out what
more he can tell us.”
“You’ll get fat and juicy on that,” thought Patsy, intensely disgusted with
the unfortunate turn of affairs. “There’ll be nothing in denying my identity,
for that cold-blooded guy is right. But if he gets anything more out of me,
he’ll do it with a corkscrew.”
Another splash of cold water broke Patsy’s train of thought, indulged in
while the two lesser rascals sat him against one of the kitchen walls. He did
not want it repeated. He opened his eyes, therefore, and said curtly, gazing
from one to the other:
“Cut that! I’m not on a water diet. What do you ginks take me for?”
“Great guns! He’s a long ways from dead,” growled Carney.
Larry Trent laughed loudly.
But Margate waved both of them aside, taking a chair directly opposite
the detective and coldly eyeing him.
“We know for what we have taken you,” he said icily. “We know who
you are, too.”
“Well, you’ve got nothing on me, Mr. Margate, as far as that goes,” Patsy
coolly retorted.
“Ah, you admit that you know me, then!”
“That’s what. You are pretty well known and widely mugged in two
countries.”
“I see,” Margate drawled, with a sneer. “I was right. Carter did recognize
me. He has told you about me.”
“I didn’t need much telling,” Patsy said dryly, in no mood to hide his
feelings.
“Nor did I,” retorted Margate. “I suspected the trick he might attempt to
turn, and you found us ready for you.”
“Yes, I’m wise to that, now, without being told.”
“And you’re going put me wise to something.”
“Am I?”
“Exactly.”
“Well, I guess I could put you wise to some few things you don’t know,”
Patsy dryly allowed.
“That’s just what I want,” said Margate, with a threatening nod. “What
case is Carter on in Washington?”
“Give it up,” said Patsy. “You’ll have to ask him.”
“Does that mean that you’ll not inform me?”
“Take it any old way you like.”
“I’ll find a way to make you.”
“You bet we will,” snarled Trent, seizing a poker and starting to thrust it
into the stove. “A red-hot iron will open your mouth. That’s what you’ll get,
too, unless——”
“Keep quiet, Larry,” interrupted Margate, thrusting him aside. “There’ll
be time enough for that. I’ll get the truth from him while you are gone.”
“Gone where?”
“We must not let Carter head off our game, now that we’re dead sure that
he is on to Carney and the trick we served Dillon,” Margate forcibly
explained. “He may be wise to even more than that, and we must warn
Dillon and Esterveldt of their danger. We must put them on their guard
against Carter, at least, until we can land them and get the blunt for the
picture book. Better a small loaf than no loaf at all, now that Carter is butting
into this game.”
“But he——”
“There’s nothing else to it, Larry, and we must lose no time,” Margate
said, interrupting. “Come out here, both of you, and take my instructions. We
shall be left on the rocks, stranded like three old hulks, if Carter gets in his
work ahead of us. Come into the entry and take my instructions.”
There was a mingling of quiet energy and threatening determination in
this man that told plainly enough that he would brook no opposition, nor did
either of his confederates offer any. They followed him into the dim
basement entry, where for several minutes the three knaves held a whispered
discussion.
Patsy saw plainly that Margate was much the most capable and dangerous
of the three. No less keen a knave would have suspected Nick’s ruse and laid
such a trap for him, or an assistant. Patsy writhed inwardly under the turn of
affairs, but was forced to admit that he was powerless for the moment, at
least.
Listening intently, he could hear only the faint, earnest whispers of the
men in the entry. These were presently followed by the hurried steps of Trent
and Carney, when both ran up the stairs and quickly left the house.
Margate returned to the kitchen and resumed his seat. He drew a revolver
and shifted it to the side pocket of his fashionable sack coat. He eyed Patsy
in silence for several moments, with his thin lips curled with a sneer, and he
then said deliberately, with ominous quietude:
“Now, young man, I’ll see whether you’ll become communicative. We’ll
talk this over without interruptions.”
“That’s good enough for me,” Patsy coolly asserted. “I’m right here to do
my share of the talking—if the subject suits me.”
CHAPTER VIII.
CAPTAIN DILLON’S VISITOR.
It was about half past ten when Patsy Garvan heard Carney and Larry
Trent hurry out of the house in which he found himself effectively trapped.
Less than half an hour later a rather roughly clad man with bearded face
and rounded shoulders, a face and figure denoting that he was well along in
years, passed the Carnegie Library and crossed Vernon Square, and a few
minutes later fell to sizing up an apartment house in a neighboring street.
It was one of those attractive places of the kind with which Washington
abounded, a double rise of flats entered from a neatly trimmed front yard,
with well-shaded grounds on either side of the ivy-grown brick edifice.
The ground-floor flat on one side was occupied by a solitary and
exclusive tenant, the ex-army officer, Captain Casper Dillon. He kept no
servants and had very few visitors. He was lounging in his library, clad in a
smoking jacket and absorbed in the morning newspapers, when his bell rang.
He glanced through the partly open French window, which overlooked
the side grounds and a walk leading around to the rear door. He could not see
who was in the front vestibule.
He arose, pausing for a moment, and then took a revolver from the table
drawer and slipped it into his hip pocket.
Striding through the hall, he opened the front door and gazed a bit sharply
at his caller—the bearded man with rounded shoulders.
“Well, sir?” he said shortly.
“I’m sent here to see Captain Dillon, sir,” said the visitor, with subdued
and husky voice. “Is he at home this morning?”
“He is seldom at home to strangers,” Captain Dillon replied, with sharper
scrutiny. “What is your business?”
“I’m sent to tell only him, sir, no one else,” was the reply. “Here is my
card, sir—Michael Rohan, sir. If he is at home, would you say this much to
him: It’s about what happened a few nights back. That’s all I can say, sir.”
Captain Dillon’s brows knit closer, but his searching scrutiny had proved
ineffective. His visitor’s respectful air, his manifest humility, his evident aim
to follow instructions that had been given him—these so plainly denoted that
he was acting for others and had no aggressive intentions, that Captain
Dillon was completely deceived.
“You may come in, my man,” he said curtly, stepping back to admit him
and then closing the door. “Come into the library. I will hear what you have
to say.”
Rohan followed him, removing his cap and gingerly taking a chair to
which the ex-army officer pointed, one near a cloth-topped library table in
the middle of the room. He laid his cap on it, and appeared to feel out of his
element amid such superior surroundings.
Captain Dillon noticed it, and his frown relaxed. He sat down at the
opposite side of the table, gazing across it and saying:
“Your name is Rohan, is it?”
“Yes, sir. Michael Rohan, sir,” said he huskily.
“Who sent you here?”
“I’m to see Captain Dillon, sir; no one else. If——”
“I am Captain Dillon.”
“Oh, is that so, sir?” Rohan asked, gazing. “I ought to have known it,
mebbe. Who else is here, sir?”
“Nobody,” Captain Dillon said curtly. “I live alone in this flat. Come to
the point, my man. What do you want of me?”
“I’m not after wanting anything, sir,” replied Rohan, drawing nearer the
table. “It’s them that sent me.”
“Who are they? Why did they send you?”
“I’m not to mention any names, sir. I’m sent here only to tell you what
they want—and to find out what you are willing to give up for it.”
Captain Dillon turned wary. He was not a man to be easily led into a trap.
He frowned again, saying a bit sternly:
“You must be more explicit, Mr. Rohan. I’m not good at guessing riddles.
I don’t know at what you’re driving.”
“You don’t, eh?” Rohan’s eyes took on a curious leer.
“I certainly do not,” Dillon insisted.
“You was beat up a few nights back, wasn’t you?”
“Yes, by two cowardly thugs.”
“Three, sir, was the number,” said Rohan. “But that don’t matter. You lost
something, didn’t you?”
“A small quantity of blood—nothing more.”
Rohan spread his arms on the table and lurched a little nearer.
“Tell that to the marines, sir,” said he, with a sinister nod. “You know
what I mean, sir, and I know you know it. You’d better meet me halfway,
too, Captain Dillon, or I might as well take myself out the way I came in.
You’ve nothing to fear from me, sir, and I don’t fear you. I wasn’t one of the
three, and I can prove it—but I came from them. If there is nothing doing,
sir, I’ll go back and tell them so.”
Michael Rohan appeared about to do so, in fact, but Dillon checked him
with a gesture.
“Stop a moment,” said he. “What do your rascally friends want?”
“Money,” said Rohan shortly.
“For what?”
“For what you lost that night.”
“How much money?”
“All that you’ll give. That’s what I’m to find out.”
“But I don’t know you, Rohan, from a side of leather,” Captain Dillon
said, with a growl. “What evidence have I that you were sent by those three
scoundrels? I’m not buying a cat in a bag, nor dealing with any known agent.
You may, for all I know, be a detective in disguise.”
Rohan shrugged his rounded shoulders and grinned derisively.
“There’s nothing in that, sir,” said he. “I can give you proof enough.”
Captain Dillon’s squinted eyes took on a gleam of eagerness.
“What proof?” he demanded.
“You’re alone here, you say?” Rohan glanced around again toward the
hall and bedrooms.
“Yes, on my word,” Dillon earnestly declared.
“Got a gun on you? Stand up, sir, and lift your jacket.”
“I have one,” Dillon admitted.
“Lock it in a drawer,” said Rohan. “Mind you, sir, I’m not to be held up,
and I’m not to hold any one up. I only want a square deal.”
Dillon placed the revolver in a drawer, turning the key and tossing it upon
the table. That he anticipated what the proof was to be, despite his pretended
ignorance, was betrayed by the eager light in his narrow eyes.
“Now, Mr. Rohan, come to the point,” said he, settling back in his chair.
“Where are your credentials? What proof have you?”
“Proof enough, sir,” said Rohan. “The thing you lost.”
“Have you brought it here?”
“I have, sir.”
“Let me see it.”
Rohan arose and thrust his hands up under the back of his coat. The hump
between his shoulders disappeared. He drew out a black leather portfolio and
placed it on the table.
“There ’tis, sir,” said he; then added quickly: “But don’t get gay. I’m to
take it back when I go, and I’m going to do it. I’ve got a gun, sir, and——”
“Enough of that,” Dillon interrupted, eyes glowing. “You’ll need no gun,
Rohan, if that portfolio contains what I hope. I will pay any price for them
that you rascals can reasonably ask. But I must see them—must be
convinced.”
Rohan snapped the two buckles that secured the folded flap of the
portfolio.
He thrust in his hand and drew out, not blank papers, which the dummy
portfolio had contained—but a quantity of genuine government plans.
“Have a look, sir,” he said indifferently. “It’s up to you.”
An irrepressible cry of exultation broke from Dillon. He lurched forward
to the table, quivering with eagerness and excitement, and with both hands
outstretched to seize the plans and examine them.
Rohan’s hands fell at the same moment. As quick as a flash, in the
hundredth part of a second, he snapped handcuffs on the wrists of the
recreant army officer. Then he arose, sweeping off his disguise and saying
sternly:
“Let the plans lie there, Captain Dillon.”
“Oh, my God!” Dillon fell back with a terrible cry. “Nick Carter!”
“Yes. Let them lie. I had Mr. Garland get them for me from his
department this morning. They are not the plans you stole and lost, but they
have served my purpose. You are under arrest, Captain Dillon, as a traitor to
your country and a conspirator with foreign spies.”
Captain Dillon had collapsed as if his last ounce of strength had left him
—his last drop of blood, in fact, for he looked like a corpse in the great
armchair into which he had fallen. He did not speak, could not have spoken;
but an interruption, a most unexpected one, came from another.
The stern words scarce had left the lips of the detective, when, through
the partly open French window, entering with the swift stealthy and sinuous
movements of a leopard, Irma Valaska darted into the room.
Her face was ghastly, her lips gray and drawn, her eyes ablaze as if all
that was devilish in her nature was concentrated in their fiery depths.
Nick Carter did not see her until, hearing her fierce, sibilant voice, he
swung round and found himself gazing into the deadly muzzle of a leveled
revolver.
“You’re wrong! He’s not under arrest!” Irma Valaska cried, with terrible
intensity. “Throw up your hands, Nick Carter. Up with them—or there’ll be
a corpse where you are standing.”
Nick did not pause for an instant. No sane man looking into her drawn,
determined face, would have ignored the murderous light in the woman’s
eyes.
Nick fell back a step and threw up his hands.
Irma Valaska came nearer to him. Plainly enough, she feared him no
more than a wild cat fears a rabbit.
“Don’t drop them!” she cried, between her teeth. “I’ll fire if you lower
them an inch. You devil of a Carter! You would foil my designs, eh? Oh, I
know you—I know you! I know all. You move foot or finger, and I will kill
you.”
“You look quite capable of it,” said Nick calmly.
“I am!” she cried. “I would rather than not. But there will be time for that
—time for that! Move quickly, Casper, while I keep him covered. Get your
revolver. Cover him while I get his weapons and keys. I’ll have those things
off your wrists. The baron is coming. He will aid us. We shall fool this devil
Carter, and spit in his face. Be quick, Casper, be quick!”
There was no need whatever for so vehement a bidding. Dillon had seized
upon life anew the instant he saw her and the complete change in the
situation. He caught up the key from his table and opened the drawer in
which he had placed his revolver. He had it in his hand and was on his feet,
white and vengeful, before Irma Valaska had ceased speaking.
In view of the several irons he had in the fire, and the value he placed on
a whole skin, Nick Carter did not think it worth while to invite so ready a
bullet by attempting any absurdly desperate move.
Smiling indifferently, he permitted Irma Valaska to hold the ribbons for a
time.
CHAPTER IX.
CHICK CARTER’S QUEST.
There were reasons, of course, for the swift sequence of sensational

episodes of that morning, as there are reasons why the maelstrom so fiercely
swirls on certain tides. There is always turbulence and violence when strong
tides meet.
It was after nine o’clock when Chick Carter approached the rented home
of the Baron Esterveldt and his wife, as well as the beautiful snake who was
posing as their orphan relative.
It was, as Garland had said to Nick, a most attractive place. A stately
stone residence well in from the street, with an environment of beautiful
grounds, shaded with fine old trees and adorned with ornamental shrubbery.
Rounded and perfectly kept driveways led to a stable and a commodious
garage, beyond which a stone wall divided the estate from a rear street.
Chick turned his steps in that direction after sauntering by the front of the
house, taking the opposite side of the fashionable street. He could see no one
at any of the windows, many of which were partly open for ventilation at
that hour of the morning.
Upon entering the back street, however, where the wall and considerable
intervening shrubbery served to conceal him, he obtained a good view of the
back of the house, and he then discovered the two persons he was chiefly
seeking.
The sunshine lay warm and bright on a broad rear veranda. In one of
several large willow chairs was seated the massive, bearded man whom Nick
had seen in the restaurant the previous night, and afterward described to his
assistants. He was reading a morning newspaper.
Walking to and fro as if for exercise, Irma Valaska also was plainly seen,
with her hands clasped behind her and her graceful, sinuous figure clad in a
close-fitting blue street costume. Madame Valaska always made it a point to
be prepared for the street at a moment’s notice. It was the precaution of
conscious peril.
“By Jove, there they are,” thought Chick, when his gaze fell upon them.
“That big fellow must be the Baron Esterveldt. There’s no question as to the
identity of the woman. If anything comes off here this morning, it’s a safe
gamble that one or both of them will figure in it. Having got my eye on
them, therefore, I’ll find a concealment from which I can safely watch
them.”
Chick did not find it difficult to do so. Cautiously scaling the wall near
one corner of the rear grounds, he found a shelter back of a thick hedge
dividing the estate from that adjoining it, a point enabling him to easily see
the house and the entire rear grounds.
“Now, by Jove, I’m ready for whatever turns up,” he said to himself. “If
Nick is right, and it’s long odds that he is not far from the truth, there ought
to be something doing this morning.”
Nearly two hours passed, however, before his vigil was rewarded.
The Baron Esterveldt had, in the meantime, finished reading his
newspaper. He lingered briefly to talk with his companion, then arose
ponderously and entered the house.
Chick was too far away to hear anything that passed between them, but
their earnestness during the brief conversation convinced him that they were
anxious and apprehensive.
Left alone on the veranda, Irma Valaska took the chair the man had
vacated and began to read the newspaper he had left for her.
Something like a quarter hour passed and then the ball began rolling in
earnest.
Glancing toward the back street, Chick discovered a man moving
cautiously near the wall, pausing at intervals to gaze over it in the direction
of the house, and acting in a way much too suspicious to be disregarded.
This man was, as may be inferred, Larry Trent.
Chick changed his position slightly in order to watch him.
Presently Trent arrived at a point nearly back of the garage, and he then
discovered the woman seated on the veranda. He at once leaped over the
wall and darted behind the garage, from which nearer point he gazed out at
her.
“The game is opening, all right,” thought Chick, who was some fifty
yards from the garage, that being on the opposite side of the grounds. “But

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Product Developer: Vickie Ma

Printed by Ligare Pty Ltd, Riverwood, NSW

Index ............................................................................................................................................... 301

A-G’s Reference (No 1) [1973] QB 773 .......................................................................... 12.60

Dalkeith Investments Pty Ltd, Re (1985) 3 ACLC 74 ................................................... 2.250

Ebrahimi v Westbourne Galleries [1973] AC 360 ......................................................... 2.280

Harlowe’s Nominees Pty Ltd v Woodside (Lakes Entrance) Oil Co NL (1968)

Lewis v Cook (2000) 18 ACLC 490 ............................................................................... 5.500

Merrett, Ex parte (1997) 140 FLR 412 .......................................................................... 5.450

NRMA v Parker (1986) 6 NSWLR 517 ........................................................................... 2.130

One RE Services Ltd v Australian Securities and Investments Commission

R v Chonka [2000] NSWCCA 466 ................................................................................. 12.60

Saltdean Estate Co Ltd, Re [1968] 1 WLR 1844 ........................................................... 5.330

Selim v McGrath (2003) 177 FLR 85 .............................................................................. 5.190

Walker v Nicolay (1991) 4 ACSR 309 ............................................................................ 4.180

COMMONWEALTH 3.230, 3.240, 3.280, 3.330, 3.340, 4.10, 4.20,

Corporations Act 2001 — cont s 254A: 3.110, 3.140

Corporations Act 2001 — cont s 444F(3): 5.230

Corporations Act 2001 — cont s 532(8): 5.340

Corporations Act 2001 — cont s 601FF: 6.170

Corporations Act 2001 — cont s 764A(1): 9.310

Corporations Act 2001 — cont s 941(3): 10.250

Corporations Act 2001 — cont s 991A: 10.200

Corporations Act 2001 — cont Ch 7: 6.10, 6.70, 6.90, 6.370, 7.50,

Corporations Regulations 2001 — cont s 14: 3.450

Financial Transactions Reports Act 1988:

[1.20] Introduction ................................................................................................... 1

2 ASIC Annual Report, 2014–2015.

Another type of company is a company limited by guarantee. 4 Such a

The company as a “separate legal entity”

CAPTAIN DILLON’S VISITOR.

CHICK CARTER’S QUEST.

There were reasons, of course, for the swift sequence of sensational

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