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Lewski v Australian Securities & Investments Commission [2016] FCAFC 96

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CORPORATIONS - duties of responsible entity of managed investment scheme under s 601FC - duties of officers of responsible entity under s 601FD - statutory duty to act in best interests of members - statutory duty to exercise care and diligence - statutory duty not to make improper use of position to gain advantage - statutory duty to take all reasonable steps to comply with scheme constitution CORPORATIONS - members' rights - whether right to have scheme administered according to existing constitution is a "members' right" under s 601GC - failure to consider members' right to have scheme administered according to existing constitution - amendment invalid as outside power CORPORATIONS - related party transaction in managed investment scheme - breach of s 208 (as modified) of responsible entity - involvement of officers of responsible entity in breach of s 208 - essential elements of the prohibition in s 208 - whether s 208(3) is an exception to the prohibition - officers' honest belief that constitution contain provision allowing payment CORPORATIONS - company procedure - reconsideration of earlier decisions - whether conduct amounts to or conveys assent to a resolution CONTRACT - deeds - when does an undated deed come into effect - intention of the parties to the deed

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