Financial Markets Authority v Jackson & Gibson as voluntary administrators of CBL Corporation Limited [2018] NZHC 2052

In a subsequent case involving the collapse of CBL Group, the High Court has considered a listed company's obligations to report to NZX and the Financial Markets Authority while in administration.  Entities listed on the NZX and/or the NZDX have continuous disclosure obligations under the Financial Markets Conduct Act 2013 (FMCA) and NZX Listing Rules.  The key question was whether those obligations continue to apply when a listed entity is placed into voluntary administration.  The FMA sought clarification from the High Court as to whether the obligations continued in administration.  The High Court has recently held they do not.  Rather, the reporting obligations of administrators under Part 15A of the Companies Act 1993 apply.   

The Court considered that the purpose of the FMCA disclosure rules is premised on the existence of an active market.  Voluntary administration prohibits an active market or trading of the entity's shares, and so those rules should not apply.  The Court also considered that there were practical and policy reasons for not requiring FMCA disclosure, particularly the limited powers and narrow focus of administrators.  The decision is likely to have broader application.     

The decision can be found here.