IndexASICA's ArgumentsDefendants' ArgumentsRelevant Laws and Regulations180Business Judgment RuleASIC's CriticismsConclusion About ASICASIC (Australian Securities and Speculations Commission) is Australia's provider of companies, markets and administrations related to money. They help Australia's financial notoriety and development by confirming that Australia's financial markets are clear and transparent, undermined by risk-averse advocates and satisfied customers. They were organized under the Australian Securities and Speculations Commission Act 2001 (ASIC Act) and are also responsible for its organisation. I am a public body in the Free Region. They answer to the Provincial Parliament, the Treasurer and the Parliamentary Secretary to the Treasurer. About one. TelUno. Tel was a group of Australian-based telecommunications companies, primarily including publicly traded One. Tel Limited (ACN 068 193 153) established in 1995 soon after the deregulation of the Australian telecommunications industry, most of which are now operated peripherally by court-appointed liquidators. Say no to plagiarism. Get a tailor-made essay on "Why Violent Video Games Shouldn't Be Banned"? Get an original essay The company was created by Jodee Rich and Brad Keeling and had prominent sponsors such as the Murdoch and Packer families. James Packer and Lachlan Murdoch were included on the company's board of directors. A. Tel has made an effort to create a youth-oriented image to sell its cell phones and One.Net Internet services. It grew to become Australia's fourth largest telecommunications company before breaking up in 2001. Rich and Keeling went on to receive payments of $7 million shortly before the company went into administration. The company's slogan was “You'll tell your friends about One.Tel,” to create a link between the brand and personal communication. The company also had a cartoon mascot known as "The Dude". The Dude was an animated depiction of a man in his early twenties, created by Adam Long, Jodee Rich's brother-in-law. Issues In 2001 ASIC commenced proceedings against three former directors and the non-executive chairman (the officers) of the now defunct One.Tel Limited and its relevant subsidiaries (the company). ASIC alleged that the officers had breached their duty of care and due diligence under section 180(1) of the Corporations Act 2001 (Cth) (the Act) by failing to disclose the company's true financial position to the board of administration and to the market for a period of five months from January to May 2001. The proceedings had previously been closed in 2003 and 2004 against one of the directors and the president following settlement agreements which effectively prohibited those directors from future directorships for defined periods and required them to pay various amounts of compensation to the company. ASIC supported the proceedings through a marathon hearing against the chief executive and joint director, Jodee Rich, and the finance director, Mark Silbermann (along with the defendants). ASIC's submissionsThe only cause of action relied upon by ASIC against the defendants was a breach of the duty of care and diligence under section 180(1) of the Act. In this regard, ASIC alleged that the defendants breached section 180(1) by, among other things, misleading the board about the company's true financial position. ASIC has sought the following relief in relation to the alleged contraventions: civil penalties, including orders prohibiting the defendants from holding future directorships of thesociety; compensation in the amount of $92 million on behalf of the company's creditors for losses allegedly resulting from the defendants' alleged breaches of their duties of care and diligence. More specifically, ASIC alleged that the defendants misled the board of directors and the market as to the true financial position of the company over a long period in 2001.resulted in the Court being required to examine the financial position of the company and the group of which it was part, in order to determine whether the defendants had breached their respective duties. Defendants' arguments The defense focused on ASIC's failure to prove its case as pleaded. The defendants also relied heavily on the business judgment rule contained in section 180(2) of the Act. The rule provides a defense when business decisions are made as long as there is a rational belief that the business judgment is in the best interests of the company. Relevant laws and regulations180 Care and diligence: civil obligations only Care and diligence: directors and other officers1. A director or other officer of a company must exercise his powers and discharge his duties with the degree of care and diligence that a reasonable person would exercise if: (a) he were a director or officer of a company in the circumstances of the company; and b) occupied the position held and had the same responsibilities within the company as the director or officer. Business judgment rule A director's duty of care under section 180(1) of the Act is an objective and reasonable standard of a person. According to Austin J: "the impartial standard in the case of an executive officer or executive director takes into account the knowledge and experience of persons in the same recognized profession as the person accused of contravention, and therefore alternative evidence from experienced persons may be necessary to be taken who have occupied similar offices. "The business judgment rule, contained in section 180(2) of the Act, essentially provides protection against an alleged contravention of section 180(1) in circumstances where the director or officer has expressed a business judgment (i.e. any decision to take or not take any action in relation to a matter relevant to the business operations of the company) in relation to which the director or officer has satisfied the following four elements: the judgment has been made in good faith for a proper purpose; or the official does not have a material personal interest in the subject matter of the judgment; • the director or officer has informed himself or herself about the subject of the sentence to the extent that he or she considers reasonably appropriate; the director or officer rationally believes that the judgment is in the best interests of the company (the director's or officer's belief is treated as rational unless it is such that no reasonable person in his or her position would hold). Austin J's judgment provides an in-depth analysis of the elements of the above rule. In particular, we highlight three areas of relevance identified by his Honour. Burden of proof Austin J concluded that the burden of proving the four elements of the business judgment rule lies with the defendant. Inform yourself about the topic In relation to this element of the rule, Austin J made the following comments: “The clarifications, in so far as they consider reasonably appropriate, convey the idea that protection may be available even if the director was not at knowledge of the information material available for the decision, if he reasonably believed he had taken the appropriate measures on the occasion of.