Section 738Z — Corporations Act 2001: Exceptions to liability under section 738Y

Lack of knowledge (1) A person: (a) does not commit an offence against subsection 738Y(4) in respect of a contravention of subsection 738Y(1) that relates to a CSF offer document; and (b) is not liable under subsection 738Y(5) in respect of a contravention of subsection 738Y(1) that relates to a CSF offer document; if the person did not know that the CSF offer document was defective. Note: In a prosecution for an offence, a defendant bears an evidential burden in relation to the matter in this subsection (see subsection 13.3(3) of the Criminal Code). (2) Subsection (1) does not apply to a liability of a CSF intermediary that is covered by item 7 of the table in subsection 738Y(5). Reasonable reliance on information given by someone else—statements and omissions (3) A person does not commit an offence against subsection 738Y(4) in respect of a contravention of subsection 738Y(1),

and is not liable under subsection 738Y(5) in respect of a contravention of subsection 738Y(1), because of a misleading or deceptive statement in, or an omission from, a CSF offer document if the person placed reasonable reliance on information given to them by: (a) if the person is a body—someone other than a director, employee or agent of the body; or (b) if the person is an individual—someone other than an employee or agent of the individual. Note: In a prosecution for an offence, a defendant bears an evidential burden in relation to the matter in this subsection (see subsection 13.3(3) of the Criminal Code). (4) Subsection (3) does not apply to a liability of a CSF intermediary that is covered by item 7 of the table in subsection 738Y(5). (5) For the purposes of subsection (3), a person is not the agent of a body or individual merely because they perform a particular professional or advisory function for the body or individual. Withdrawal of consent—statements and omissions (6) A person who is named in a CSF offer document as: (a) being a proposed director or underwriter; or (b) making a statement included in the document; or (c) making a statement on the basis of which a statement is included in the document; does not commit an offence against subsection 738Y(1),

and is not liable under subsection 738Y(5) in respect of a contravention of subsection 738Y(1), because of a misleading or deceptive statement in, or an omission from, a CSF offer document if the person publicly withdrew their consent to being named in the document in that way. Note: In a prosecution for an offence, a defendant bears an evidential burden in relation to the matter in this subsection (see subsection 13.3(3) of the Criminal Code).