Corporations Legislation Amendment Act 1994 (Cth)

Corporations Legislation Amendment Act 1994 No. 104 of 1994 TABLE OF PROVISIONS PART 1—PRELIMINARY Section 1. Short title 2. Commencement 3. Meaning of "AAT Act", "ASC Act", "Corporations Act" and "Corporations Law" PART 2—THE SCHEDULES 4. Schedule 1—Amendments of Corporations Act and Corporations Law relating to civil jurisdiction of lower courts 5. Schedule 2—Amendments of Corporations Law relating to Clearing House Subregister System 6. Schedule 3—Amendments of Corporations Law relating to financial institutions 7. Schedule 4—Amendments of ASC Act and Corporations Law relating to Corporations and Securities Panel TABLE OF PROVISIONS—continued Section 8. Schedule 5—Amendments of AAT Act, ASC Act and Corporations Law relating to review of decisions 9. Schedule 6—Amendments of ASC Act and Corporations Law introducing penalty units 10. Schedule 7—Amendments of Corporations Act and Corporations Law relating to unclaimed property 11. Schedule 8—Miscellaneous amendments of Corporations Law 12. Schedule 9—Amendments of ASC Act and Corporations Law relating to application of changes PART 3—APPLICATION AND SAVING PROVISIONS RELATING TO AMENDMENTS OF CORPORATIONS ACT Division 1—Amendments relating to civil jurisdiction of lower courts 13. Interpretation 14. Application of jurisdiction amendments—general 15. Effect of decision that court did not have jurisdiction 16. Effect of absence of decision that court did not have jurisdiction Division 2—Amendments relating to unclaimed property 17. Saving provision relating to repeal of section 71 SCHEDULE 1 AMENDMENTS OF CORPORATIONS ACT AND CORPORATIONS LAW RELATING TO CIVIL JURISDICTION OF LOWER COURTS SCHEDULE 2 AMENDMENTS OF CORPORATIONS LAW RELATING TO CLEARING HOUSE SUBREGISTER SYSTEM SCHEDULE 3 AMENDMENTS OF CORPORATIONS LAW RELATING TO FINANCIAL INSTITUTIONS SCHEDULE 4 AMENDMENTS OF ASC ACT AND CORPORATIONS LAW RELATING TO CORPORATIONS AND SECURITIES PANEL SCHEDULE 5 AMENDMENTS OF AAT ACT, ASC ACT AND CORPORATIONS LAW RELATING TO REVIEW OF DECISIONS SCHEDULE 6 AMENDMENTS OF ASC ACT AND CORPORATIONS LAW INTRODUCING PENALTY UNITS SCHEDULE 7 AMENDMENTS OF CORPORATIONS ACT AND CORPORATIONS LAW RELATING TO UNCLAIMED PROPERTY TABLE OF PROVISIONS—continued SCHEDULE 8 MISCELLANEOUS AMENDMENTS OF CORPORATIONS LAW SCHEDULE 9 AMENDMENTS OF ASC ACT AND CORPORATIONS LAW RELATING TO APPLICATION OF CHANGES Note: An index of the amendments of the ASC Act and the Corporations Law made by the Schedules to this Act appears at the end of this Act. Corporations Legislation Amendment Act 1994 No. 104 of 1994 An Act to amend laws relating to corporations and securities, and for related purposes [Assented to 5 July 1994] The Parliament of Australia enacts: PART 1—PRELIMINARY Short title 1. This Act may be cited as the Corporations Legislation Amendment Act 1994. Commencement 2.(1) Parts 1, 2 and 3 and Schedules 5 and 9 commence on the day on which this Act receives the Royal Assent. Note: Part 2 refers to the Schedules. Schedules 5 and 9 commence under this subsection. Schedule 6 commences under subsection (2). The amendments made by the other Schedules commence under subsections (3), (4) and (5). (2) Schedule 6 commences immediately after all the other provisions of this Act, and all the provisions of the Corporate Law Reform Act 1994, have commenced. (3) The items, and paragraphs of items, of Schedules 1 and 3 commence on a day or days to be fixed by Proclamation. (4) Subject to subsection (5), the items, and paragraphs of items, of Schedules 2, 4, 7 and 8 commence on a day or days to be fixed by Proclamation. (5) If an item, or a paragraph of an item, referred to in subsection (4) does not commence under that subsection within the period of 6 months beginning on the day on which this Act receives the Royal Assent, it commences on the first day after the end of that period. Meaning of "AAT Act", "ASC Act", "Corporations Act" and "Corporations Law" 3. In this Act: "AAT Act" means the Administrative Appeals Tribunal Act 19751; "ASC Act" means the Australian Securities Commission Act 19892; "Corporations Act" means the Corporations Act 19893; "Corporations Law" means the Corporations Law set out in section 82 of the Corporations Act. PART 2—THE SCHEDULES Schedule 1—Amendments of Corporations Act and Corporations Law relating to civil jurisdiction of lower courts 4.(1) Schedule 1 makes amendments of the Corporations Act, and of the Corporations Law, relating to the conferral of civil jurisdiction on lower courts. (2) The amendments of the Corporations Act are in Part 1 of Schedule 1. (3) The amendments of the Corporations Law are in Part 2 of Schedule 1. Schedule 2—Amendments of Corporations Law relating to Clearing House Subregister System 5. Schedule 2 makes amendments of the Corporations Law relating to the Clearing House Subregister System. Schedule 3—Amendments of Corporations Law relating to financial institutions 6. Schedule 3 makes amendments of the Corporations Law relating to the application of the Corporations Law to financial institutions. Schedule 4—Amendments of ASC Act and Corporations Law relating to Corporations and Securities Panel 7.(1) Schedule 4 makes amendments of the ASC Act, and of the Corporations Law, relating to the Corporations and Securities Panel. (2) The amendments of the ASC Act are in Part 1 of Schedule 4. (3) The amendments of the Corporations Law are in Part 2 of Schedule 4. Schedule 5—Amendments of AAT Act, ASC Act and Corporations Law relating to review of decisions 8.(1) Schedule 5 makes amendments of the AAT Act, the ASC Act and of the Corporations Law, relating to the review of decisions. (2) The amendment of the AAT Act is in Part 1 of Schedule 5. (3) The amendment of the ASC Act is in Part 2 of Schedule 5. (4) The amendments of the Corporations Law are in Part 3 of Schedule 5. Schedule 6—Amendments of ASC Act and Corporations Law introducing penalty units 9.(1) Schedule 6 makes amendments of the ASC Act, and of the Corporations Law, relating to the introduction of a system of penalty units applying to offences. (2) The amendments of the ASC Act are in Part 1 of Schedule 6. (3) The amendments of the Corporations Law are in Part 2 of Schedule 6. Schedule 7—Amendments of Corporations Act and Corporations Law relating to unclaimed property 10.(1) Schedule 7 makes amendments of the Corporations Act, and of the Corporations Law, relating to unclaimed property. (2) The amendment of the Corporations Act is in Part 1 of Schedule 7. (3) The amendments of the Corporations Law are in Part 2 of Schedule 7. Schedule 8—Miscellaneous amendments of Corporations Law 11. Schedule 8 makes miscellaneous amendments of the Corporations Law. Schedule 9—Amendments of ASC Act and Corporations Law relating to application of changes 12.(1) Schedule 9 makes amendments of the ASC Act, and of the Corporations Law, relating to the application of the other amendments of the ASC Act and the Corporations Law made by this Act. (2) The amendment of the ASC Act is in Part 1 of Schedule 9. (3) The amendments of the Corporations Law are in Part 2 of Schedule 9. PART 3—APPLICATION AND SAVING PROVISIONS RELATING TO AMENDMENTS OF CORPORATIONS ACT Division 1—Amendments relating to civil jurisdiction of lower courts Interpretation 13. In this Division: "jurisdiction amendments" means the amendments of the Corporations Act made by Part 1 of Schedule 1; "jurisdiction commencement" means the commencement of the jurisdiction amendments. Application of jurisdiction amendments—general 14. The jurisdiction amendments apply to proceedings commenced, or recommenced, after the jurisdiction commencement, whether the cause of action arose before or after that commencement. Effect of decision that court did not have jurisdiction 15.(1) This section applies if: (a) before the jurisdiction commencement, proceedings in respect of a civil matter under the Corporations Law of the Capital Territory were commenced in a court (the "first court") other than the Court; and (b) the first court, or another court on appeal from a decision of the first court, decided before the jurisdiction commencement that the first court did not have jurisdiction in respect of the matter; and (c) the decision that the first court did not have jurisdiction still stands at the jurisdiction commencement; and (d) the first court would have had jurisdiction in respect of the matter if the jurisdiction amendments had commenced before the cause of action arose. (2) The validity of the decision that the first court did not have jurisdiction is not affected by the jurisdiction amendments. (3) That decision does not affect a recommencement of the proceedings after the jurisdiction commencement. Effect of absence of decision that court did not have jurisdiction 16.(1) This section applies if: (a) before the jurisdiction commencement, proceedings in respect of a civil matter under the Corporations Law of the Capital Territory were commenced in a court (the "first court") other than the Court; and (b) either: (i) no court expressly decided, before the jurisdiction commencement, whether the first court had jurisdiction in respect of the matter; or (ii) a decision of the first court, or of another court on appeal from a decision of the first court, that the first court did have jurisdiction in respect of the matter still stands at the jurisdiction commencement. (2) For the purposes of any consideration by a court, after the jurisdiction commencement, of whether the first court had jurisdiction in respect of the matter, the first court is taken to have had jurisdiction in respect of the matter if it would have had that jurisdiction if the jurisdiction amendments had commenced before the cause of action arose. Division 2—Amendments relating to unclaimed property Saving provision relating to repeal of section 71 17. Despite the repeal of section 71 of the Corporations Act by item 1 of Schedule 7, the Companies Unclaimed Money Account continues in existence, and that section continues to apply to it, until all the money in the Account has been dealt with in accordance with subsection 1404(1) of the Corporations Law of each jurisdiction. SCHEDULE 1 Section 4 AMENDMENTS OF CORPORATIONS ACT AND CORPORATIONS LAW RELATING TO CIVIL JURISDICTION OF LOWER COURTS PART 1—AMENDMENTS OF CORPORATIONS ACT 1. Paragraph 49(1)(a): Omit "matters other than criminal matters (in this Division called 'civil' matters)", substitute "civil matters". 2. Subsection 50(1): Insert: " 'civil matter' means a matter other than a criminal matter; 'Corporations Law' has the extended meaning given by subsection (2); 'lower court' means a court of a State or Territory that is not a superior court; 'superior court' means the Federal Court of Australia, the Supreme Court of a State or Territory, the Family Court or a State Family Court; 'superior court matter' means a civil matter that the Corporations Law clearly intends (for example, by use of the expression 'the Court') to be dealt with only by a superior court.". 3. After section 51A: Insert: Jurisdiction of lower courts "51B.(1) Subject to section 9 of the Administrative Decisions (Judicial Review) Act 1977, jurisdiction is conferred on the lower courts of each State and the Capital Territory with respect to civil matters, other than superior court matters, arising under the Corporations Law of the Capital Territory. "(2) The jurisdiction conferred on a lower court by subsection (1): (a) is subject to the court's general jurisdictional limits, so far as they relate to the amounts, or the value of property, with which the court may deal; but (b) is not subject to the court's other jurisdictional limits.". 4. Subsection 52(3): Omit "the Supreme Court", substitute "a court (not being a State Family Court)". 5. Paragraphs 53A(2)(a), (b) and (c): Omit "the Supreme Court", substitute "another court". SCHEDULE 1—continued 6. Subsection 53A(2): Omit "that Supreme Court", substitute "that other court". 7. After section 53A: Insert: Transfer of proceedings in lower courts "53AA.(1) This section applies to a proceeding with respect to a civil matter arising under the Corporations Law of the Capital Territory in a lower court (the 'first court') having jurisdiction under section 5 IB. "(2) If it appears to the first court that, having regard to the interests of justice, it is more appropriate for the proceeding, or an application in the proceeding, to be determined by another court (the 'second court') having jurisdiction in the matters for determination in the proceeding or application, the first court may take action under whichever of subsections (3) and (4) applies. "(3) If the second court is also a lower court, the first court may transfer the proceeding or application to the second court. "(4) If the second court is a superior court, the first court may transfer the proceeding or application to the relevant Supreme Court and recommend that the proceeding or application be transferred by the Supreme Court to the second court. "(5) The relevant Supreme Court is not bound to comply with a recommendation under subsection (4) and it may instead decide: (a) to deal with the proceeding or application itself; or (b) to transfer the proceeding or application to some other court (which could be the first court). "(6) Nothing in this section allows the relevant Supreme Court to transfer the proceeding or application to another court otherwise than in accordance with section 53 and the other requirements of this Division. "(7) In this section: 'relevant Supreme Court' means the Supreme Court of the State or Territory of which the first court is a court.". 8. Section 53B: (a) Omit "or 53A", substitute ", 53A or 53AA". (b) Add at the end: "; and (c) the other courts that have jurisdiction to deal with the proceeding or application.". SCHEDULE 1—continued 9. Section 53C: Omit "or 53A", substitute ", 53A or 53AA". 10. Section 53D: Omit "or 53A", substitute ", 53A or 53AA". 11. Subsection 54(3) (paragraph (c) of the definition of "relevant jurisdiction"): Omit "the Supreme Court", substitute "a court". 12. Subsection 54(3) (paragraph (d) of the definition of "relevant jurisdiction"): Omit "the Supreme Court of a State, or a State Family Court,", substitute "a court of a State". 13. Section 55: Omit ", the Judges of those courts". 14. Subsection 56(2): (a) Omit "the Supreme Court", substitute "a court". (b) Omit "that Court" (wherever occurring), substitute "it". 15. Subsection 59(1): (a) Omit "the Supreme Court", substitute "a court". (b) Omit "that Court" (wherever occurring), substitute "that court". 16. Paragraph 59(2)(a): Omit "or a State Family Court", substitute ", a State Family Court or a particular lower court of the Capital Territory or of a State". 17. Subsection 59(2): Omit "or that State Family Court", substitute ", that State Family Court or that lower court". 18. After subsection 61(1): Insert: "(1A) When a lower court of the Capital Territory is exercising jurisdiction with respect to matters arising under the Corporations Law of the Capital Territory, the court must apply the rules of court made under subsection (1), with such alterations as are necessary.". 19. Subsections 61(2) and (3): (a) Omit "the Supreme Court", substitute "a court". (b) Omit "that Court", substitute "that court". SCHEDULE 1—continued PART 2—AMENDMENTS OF CORPORATIONS LAW 20. Section 9 (definitions of "court" and "Court"): Omit the definitions, substitute: " 'court' has the meaning given by section 58AA; 'Court' has the meaning given by section 58AA;". 21. After section 58A: Insert: Meaning of "court" and "Court" "58AA.(1) Subject to subsection (3), in this Law: 'court' means any court when exercising the jurisdiction of this jurisdiction; 'Court' means any of the following courts when exercising the jurisdiction of this jurisdiction: (a) the Federal Court; (b) the Supreme Court of this or any other jurisdiction; (c) the Family Court of Australia; (d) a court to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act. "(2) Except where there is a clear expression of a contrary intention (for example, by use of the expression 'the Court'), proceedings in relation to a matter under this Law may, subject to the Acts mentioned in subsection (3), be brought in any court. "(3) The jurisdiction that courts have in relation to matters under this Law is dealt with in Part 9 of each of the following: (a) the Corporations Act 1989; (b) the Corporations (New South Wales) Act 1990 of New South Wales; (c) the Corporations (Victoria) Act 1990 of Victoria; (d) the Corporations (Queensland) Act 1990 of Queensland; (e) the Corporations (Western Australia) Act 1990 of Western Australia; (f) the Corporations (South Australia) Act, 1990 of South Australia; (g) the Corporations (Tasmania) Act 1990 of Tasmania; (h) the Corporations (Northern Territory) Act 1990 of the Northern Territory. "(4) The matters dealt with in those Parts of those Acts include the applicability of limits on the jurisdictional competence of courts.". 22. Paragraphs 203(5)(a) and (b): Omit "by action in any court of competent jurisdiction". SCHEDULE 1—continued 23. Section 206RA: Omit "a court of competent jurisdiction", substitute "the Court". 24. Subsection 419A(7): Omit "the Court", substitute "a court". 25. Subsection 443B(8): Omit "the Court", substitute "a court". 26. Subsection 588FF(1): (a) Omit "the Court" (first occurring), substitute "a court". (b) Omit "Court" (second occurring), substitute "court". 27. Paragraphs 588FF(1)(c) and (d): Omit "Court's", substitute "court's". 28. Subsections 588FG(1) and (2): Omit "The Court", substitute "A court". 29. Subsection 588FH(2): Omit ", by proceedings in a court of competent jurisdiction,". 30. Subsection 588FH(3): Omit "the Court", substitute "a court". 31. Subsection 588FI(2): Omit "The Court", substitute "A court". 32. Subsection 588M(2): Omit ", by proceedings in a court of competent jurisdiction,". 33. Subsection 588M(3): Omit "by proceedings in a court of competent jurisdiction,". 34. Subsection 588W(1): Omit ", by proceedings in a court of competent jurisdiction,". 35. Subsection 1274(11): Omit "the Court or any court of summary jurisdiction", substitute "a court". 36. Subsection 1317HD(1): Omit ", by proceedings in a court of competent jurisdiction,". SCHEDULE 1—continued 37. Section 1360: Omit "in a court of competent jurisdiction". SCHEDULE 2 Section 5 AMENDMENTS OF CORPORATIONS LAW RELATING TO CLEARING HOUSE SUBREGISTER SYSTEM 1. Section 9: Insert: " 'SCH certificate cancellation provisions' means the provisions of the SCH business rules that deal with: (a) brokers cancelling certificates or other documents of title to quoted securities or quoted rights; and (b) matters incidental to brokers cancelling such certificates or documents; 'SCH subregister' means a subregister of quoted securities or quoted rights maintained by the SCH under the SCH business rules;". 2. Subsection 210(2): Omit "The", substitute "Subject to subsection (3A), the". 3. Subsection 210(3): Omit "A", substitute "Subject to subsection (3A), a". 4. After subsection 210(3): Insert: "(3A) If a company's register includes the numbers of certificates evidencing the holdings of its members, nothing in subsection (2) or (3) requires: (a) a person to be allowed to see those numbers when inspecting the register; or (b) a copy of the register, or a part of it, sent to a person to contain those numbers.". 5. After section 642: Insert in Division 1 of Part 6.3: Quoted securities—SCH business rules may specify mode of acceptance "642A.(1) If: (a) an offer relates wholly or partly to shares that are quoted securities; and (b) the SCH business rules require that an acceptance of the offer, so far as it relates to those shares, must be made in a particular way; an acceptance of the offer, so far as it relates to those shares, is effective if, and only if, it is made in that way. SCHEDULE 2—continued "(2) Subsection (1) has effect despite any requirements specified in the offer.". 6. Subsection 650(3): Omit "written". 7. After subsection 650(3): Insert: "(3A) A notice under subsection (3): (a) if it relates to shares that are entered on an SCH subregister—must be in an electronic form approved by the SCH business rules for the purposes of this Part; or (b) if it relates to shares that are not entered on an SCH subregister— must be in writing.". 8. Subparagraph 658(a)(i): Omit "written". 9. Subparagraph 658(a)(ii): Omit the subparagraph, substitute: "(ii) returning any consideration received by the offeree; and". 10. Paragraph 658(b): Omit the paragraph, substitute: "(b) if the offeree withdraws the acceptance of the offer under paragraph (a), the offeror must, before the end of 14 days after the withdrawal day (as defined in subsection (4)): (i) take such action (if any) as the SCH business rules require in relation to any of the shares to which the acceptance relates that are entered on an SCH subregister; and (ii) return any documents that were sent by the offeree to the offeror with the acceptance of the offer.". 11. Section 658: Add at the end: "(2) A notice under subparagraph (1)(a)(i): (a) if it relates to shares that are entered on an SCH subregister—must be in an electronic form approved by the SCH business rules for the purposes of this Part; or (b) if it relates to shares that are not entered on an SCH subregister—must be in writing. SCHEDULE 2—continued "(3) The reference in subparagraph (1)(a)(ii) to returning consideration includes, in the case of consideration that consists of securities, a reference to: (a) if the securities are entered on an SCH subregister—taking such action as the SCH business rules require in relation to the return of the securities; or (b) otherwise—providing the offeree with any documents of transfer necessary to effect the return of securities. "(4) For the purposes of paragraph (1)(b), the withdrawal day is: (a) if the offeree does the things referred to in paragraph (1)(a) on the same day—that day; or (b) if the offeree does those things on different days—the last of those days.". 12. Subsection 701(7): Omit "written". 13. After subsection 701(7): Insert: "(7A) A notice under subsection (7): (a) if it relates to shares that are entered on an SCH subregister—must be in an electronic form approved by the SCH business rules for the purposes of this Part; or (b) if it relates to shares that are not entered on an SCH subregister—must be in writing.". 14. Section 779F: Repeal the section, substitute: SCH business rules have effect as contract "779F.(1) The SCH business rules have effect, by force of this section, as a contract under seal: (a) between the SCH and each issuer; and (b) between the SCH and each SCH participant; and (c) between each issuer and each SCH participant; and (d) between an SCH participant and each other SCH participant; under which each of the persons mentioned in paragraphs (a) to (d) agrees to observe and perform the provisions of the SCH business rules as in force for the time being to the extent, and in the manner, provided by the SCH business rules. SCHEDULE 2—continued "(2) In this section: 'issuer' means an issuing body, within the meaning of Division 3 of Part 7.13, in relation to quoted securities or quoted rights.". 15. Subsection 920(1) (definition of "claim"): After "7" insert ", 7A". 16. Subsection 927(2): After "959(3)" insert ", 961E(3)". 17. Subsection 932(2): After "7" insert ",7A". 18. Paragraph 932(3)(a): Omit "or 7", substitute ", 7 or 7A". 19. After section 961B: Insert: "Division 7A—Contraventions of SCH certificate cancellation provisions Interpretation "961C. In this Division: 'claim' means a claim under this Division against SEGC; 'dealer' means a member of a participating exchange. Claim in respect of contravention of SCH certificate cancellation provisions "961D.(1) Subject to this section, a person who suffers pecuniary loss in respect of a contravention, by a dealer, of the SCH certificate cancellation provisions may make a claim in respect of the loss. "(2) The loss must not be a loss in respect of an unauthorised execution (within the meaning of section 956) in respect of which the person has made, or is entitled to make, a claim under Division 7. "(3) The person must not have been involved in the contravention. "(4) The following paragraphs must be satisfied in relation to the dealer: (a) the dealer was a member of a participating exchange on the day of the contravention; and SCHEDULE 2—continued (b) either: (i) the dealer was carrying on a securities business in this jurisdiction on that day (whether on his, her or its own account or in partnership); or (ii) if the dealer was not so carrying on such a business and was not carrying on a securities business in any other jurisdiction on that day—the last securities business that the dealer carried on in a jurisdiction before that day was carried on in this jurisdiction. How and when claim may be made "961E.(1) A claim must: (a) be in writing; and (b) be served on SEGC: (i) if a notice under subsection (4) applies to the claim—before the end of the last application day specified in the notice; or (ii) in any other case—within 6 months after the day on which the claimant first became aware that the claimant had suffered loss as a result of the dealer's contravention of the SCH certificate cancellation provisions. "(2) For the purposes of subsection (1), a notice under subsection (4) applies to a claim if the claim is in respect of a contravention of the SCH certificate cancellation provisions, by the dealer named in the notice, during the applicable period specified in the notice. "(3) A claim that is not served on SEGC by the time required by paragraph (1)(b) is barred unless the Board otherwise determines. "(4) SEGC may publish, in each State and Territory in a daily newspaper circulating in that State or Territory, a notice that: (a) is in the prescribed form; and (b) names a particular dealer; and (c) requires that all claims in respect of contraventions of the SCH certificate cancellation provisions, by the named dealer, during a period (the 'applicable period') specified in the notice in accordance with subsection (5) must be served on SEGC before the day (the 'last application day') specified in the notice in accordance with subsection (6). "(5) The applicable period must be a period that starts and ends before: (a) if each publication of the notice occurs on the same day—the day on which the notice is published; or SCHEDULE 2—continued (b) in any other case—the first day on which the notice is published. "(6) The last application day must be at least 3 months after: (a) if each publication of the notice occurs on the same day—the day on which the notice is published; or (b) in any other case—the last day on which the notice is published. "(7) SEGC, a member of the Board and any employee of, or person acting on behalf of, SEGC each have qualified privilege in respect of the publication of a notice under subsection (4). How claim is to be satisfied "961F.(1) Subject to section 961H, SEGC must allow a claim if the Board is satisfied that the claimant is entitled to make the claim. "(2) If SEGC allows the claim, it must pay to the claimant the amount that, when the claim is allowed, is the actual pecuniary loss suffered by the claimant because of the contravention in respect of which the claim was made. "(3) For the purposes of subsection (2), the actual pecuniary loss suffered by the claimant does not include any loss in respect of an unauthorised execution (within the meaning of section 956) in respect of which the claimant has made, or is entitled to make, a claim under Division 7. Discretionary further compensation "961G.(1) If: (a) SEGC allows a claim; and (b) the Board is satisfied that the payment of money to the claimant under section 961F will not adequately compensate the claimant for a pecuniary or other gain that the claimant did not make, but might have made, were it not for the contravention in respect of which the claim was made; the Board may determine in writing that the claimant should be paid in respect of that gain a specified amount that the Board considers to be fair and reasonable in all the circumstances. "(2) If a determination is made under subsection (1), SEGC must pay the claimant the specified amount. Preventing double recovery "961H. If: (a) section 961D of the Corporations Law of another jurisdiction permits a person to make a claim in respect of a loss; and (b) SEGC allows the claim; SCHEDULE 2—continued SEGC must not allow a claim that section 96ID of the Corporations Law of this jurisdiction permits the person to make in respect of that loss.". 20. Subsection 977(7) (definition of "cash settlement provision"): After "960" insert "or 961F". 21. After subsection 980(2): Insert: "(2A) Where SEGC allows a claim made under Division 7A in respect of a contravention of the SCH certificate cancellation provisions, SEGC is subrogated to all the claimant's rights and remedies in relation to the contravention.". 22. Subsection 980(5): After "7" insert ", 7A". 23. Subsection 983(2) (definition of "claim"): After "7" insert ", 7A". 24. Subsection 983A(6) (definition of "claims Division"): After "7" insert ", 7A". 25. Section 1089: Add at the end: "(4) If: (a) a certificate of title to shares, debentures or prescribed interests is cancelled under the SCH certificate cancellation provisions; and (b) having regard to those provisions, the certificate should not have been cancelled; this section applies to the certificate as though it were destroyed on its cancellation.". 26. Section 1097B: (a) Omit all the words from and including "purposes of", substitute "purposes of the provisions mentioned in subsection (3), those securities or rights are taken to be quoted securities or quoted rights during that period.". (b) Add at the end: "(2) If the SCH business rules provide that marketable securities or marketable rights that: SCHEDULE 2—continued (a) are approved, by a securities exchange, to be listed for quotation on a stock market of a securities exchange, but that are not yet so listed; and (b) have been issued; are to be taken to be quoted securities or quoted rights for a specified period, then, for the purposes of the provisions mentioned in subsection (3), those securities or rights are taken to be quoted securities or quoted rights during that period. "(3) These are the provisions: (a) the definitions of 'proper SCH transfer', 'SCH certificate cancellation provisions', 'SCH-regulated transfer' and 'SCH subregister' in section 9; and (b) section 642A and the provisions of Parts 7.2A and 7.13, and of any regulations made for the purposes of those Parts.". 27. Subsection 1109C(1): Omit "the securities", substitute "the way in which the securities may be transferred". 28. Subsection 1109C(2): Omit "the rights or the marketable securities to which they relate", substitute "the way in which the rights may be transferred". 29. After section 1109M: Insert in Subdivision C of Division 3 of Part 7.13: Determination of who holds quoted securities for the purposes of a meeting "1109N.(1) This section applies to a meeting of: (a) the holders of securities of a body corporate, provided some or all of the securities are quoted securities; or (b) the holders of a class of securities of a body corporate, provided some or all of the securities in that class are quoted securities. "(2) The convener of