Officers' liability for mandatory corporate disclosure: Two paths, two destinations?

Australian listed entities are subject to a range of periodic and episodic disclosure obligations, including financial reporting and continuous disclosure requirements; prescribed information requirements for certain members' meetings; and disclosure requirements for takeovers, compulsory acquisitions, and securities and financial product offers. While the disclosure obligation in each case is on the listed entity itself, the law provides for the entity's officers to be personally liable for disclosure failures in certain circumstances, including when the officer is "involved in a contravention" by the entity or when the officer has been negligent. This article explains the various juridical bases on which the law makes corporate officers liable for disclosure failures, and explores their different legal and policy implications.