Houghton v Saunders - [2017] 2 NZLR 189

Securities — Prospectus — Untrue statements — Misleading prospectus on which investor based investment decision — Materiality — Whether materially misleading content or omissions — Prudent non-expert investor standard — Due diligence in preparation of prospectus — Reliance and loss — Securities Regulations 1983, sch 3D, 1(a).

Securities — “Promoter” — Whether provider of investment banking and broking services a promoter — Application of common law definition — Requirement of being actively involved in the formulation of the plan to offer securities — No requirement of control — Securities Amendment Act 2006, s 2.

Securities — Application of Fair Trading Act 1986 — Bar on relief — Whether claims under Fair Trading Act precluded by Securities Act — Retrospectivity — Securities Amendment Act 2006, ss 24, 24(1)(b) and 24(1)(c).