Section 34 — Corporations Act 2001: Unconscionable conduct in relation to demutualisations

(1) A person must not engage in: (a) conduct that is, in all the circumstances, unconscionable; or (b) conduct that is misleading or deceptive or is likely to mislead or deceive; in relation to: (c) a modification of the constitution of an unlisted company that is a modification to which this Part applies; or (d) anything done in reliance on, in conjunction with or in connection with the modification. (2) In determining whether a person has engaged in conduct that contravenes paragraph (1)(a), have regard to: (a) whether the person, or someone acting for the person, exerted undue influence or pressure on, or used unfair tactics against, members of the company; and (b) whether the person, or someone acting for the person, engaged in conduct that resulted in a member or someone else gaining, or being in a position to gain, a benefit that the members generally did not, or would not be in a position to, gain. This subclause does not limit subclause (1). (3) A person who contravenes subclause (1) is not guilty of an offence.