ARTICLE · 11 JULY 2006

Are Promissory Notes "Debentures" Under the Corporations Act?

Clayton Utz

Explore more from Clayton Utz

There is now a definitive answer to the conceptual debate about whether a pre-payment option takes a note out of the exclusion in section 9(d) of the Corporations Act.

AustraliaStrategy

Brian Salter

Louise McCoach

Author LinkedIn connections

Key Point

There is now a definitive answer to the conceptual debate about whether a pre-payment option takes a note out of the exclusion in section 9(d) of the Corporations Act.

On 15 June 2006, the Supreme Court of Western Australia, Court of Appeal held by majority that notes issued by Westpoint Group SPV were not securities for the purposes of Chapter 6D of the Corporations Act 2001 (Cth).

The decision sheds light on the approach of the Australian courts to interpreting the definitions of "promissory note" and "debenture" for the purposes of the Act. The findings of Justice Simmonds at first instance on this aspect of the decision are discussed in more detail below.

Background

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

Related Articles

NSW Government Bulletin: As AI Use Grows, Are Your Governance Frameworks Keeping Pace?

AustraliaStrategy

Holding Redlich

Data Centres: Who Bears The Loss When Critical Dependencies Fail?

AustraliaStrategy

Operational Readiness: Reducing Project Risk Before Day One

AustraliaStrategy

Frontier AI: APRA And ASIC Expect Action, Not Awareness

AustraliaStrategy

Gilchrist Connell

APRA and ASIC's coordinated approach to frontier AI: implications for financial services entities Read More

AustraliaStrategy

Corrs Chambers Westgarth

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

See more popular content from

Strategy

APRA and ASIC's coordinated approach to frontier AI: implications for financial services entities Read More

APRA and ASIC have issued coordinated guidance on frontier AI risks, requiring financial services boards to demonstrate direct oversight of AI governance, cyber resilience and third-party dependencies. The regulators' expectations build on existing prudential standards and directors' duties, with enforcement signals indicating that proportionate action must be taken before incidents occur.

AustraliaStrategy

Corrs Chambers Westgarth

Frontier AI: APRA And ASIC Expect Action, Not Awareness

APRA and ASIC have called on regulated entities to demonstrate that their governance, cyber controls, operational resilience and third-party risk arrangements can operate at frontier-AI speed.

AustraliaStrategy

Gilchrist Connell

Mirror, mirror on the wall: Is copy trading compliant with the law?

ASIC has specifically listed copy trading as one of its priorities for supervision.

AustraliaStrategy

Operational Readiness: Reducing Project Risk Before Day One

Operational readiness is frequently addressed too late in project lifecycles, creating avoidable risks during transition and early operations. By embedding readiness principles early—from strategy through delivery—organisations can reduce project risk, improve outcomes, and influence whole-of-life costs through clear governance, defined accountabilities, and commercial arrangements that support successful transition to sustainable operations.

AustraliaStrategy

NSW Government Bulletin: As AI Use Grows, Are Your Governance Frameworks Keeping Pace?

As AI adoption accelerates across NSW Government agencies, with 357 tools now in use across major public sector organizations, the need for robust governance frameworks has never been more critical. This bulletin examines the current state of AI implementation in NSW, identifies key barriers to responsible adoption, and provides practical guidance for agencies to strengthen their AI governance, risk management, and assurance processes.

AustraliaStrategy

Holding Redlich

CEO Update: Investing In People – A Wise Investment For The Future

Pick up any financial publication these days and you’ll read that we are entering an age where Artificial Intelligence will increasingly replace human interaction.

AustraliaStrategy

Bartier Perry Solicitors

What are lead investors and what is their role in a capital raise?

It is vital to understand what a lead investor is and what they do for your company.

AustraliaStrategy

The Investment Landscape For Space Technology In NSW And Australia

Once the domain of government agencies, today the global space landscape is increasingly driven by private organisations pursuing a more entrepreneurial and commercial utilisation of space. We have come to depend on space-enabled technologies, such as satellite-based services, for everyday activities including navigation, telecommunications, weather forecasting, emergency management, banking, mining, agriculture and transportation.

AustraliaStrategy

Bartier Perry Solicitors

From Boom To Surplus: The Australian Wine Industry’s Reckoning With A World Drinking Less

Global wine consumption has plummeted to its lowest level since 1961, with Australia facing a structural crisis of oversupply and declining demand. As export markets contract and consumer preferences shift toward premium wines, the industry confronts a fundamental question: can it restructure quickly enough to survive, or will the market force the transformation by default?

AustraliaStrategy

AlixPartners Asia LLC

Data Centres: Who Bears The Loss When Critical Dependencies Fail?

Australia's data centre pipeline is expanding rapidly, driven by cloud, AI and digital infrastructure demand. As AEMO identifies data centres as a material growth driver for electricity demand, these facilities have evolved beyond property or technology concerns into board-level governance, continuous disclosure and insurance risk issues requiring comprehensive strategic oversight.

AustraliaStrategy