Federal Court of Australia

Australian Securities and Investments Commission v Dawson [2026] (No 3) [2026] FCA 1006

ORDERS

THE COURT DECLARES THAT:    

1.    Pursuant to s 1317E of the Corporations Act 2001 (Cth) (the Act), during the period between 3 September 2019 and 12 August 2020, the Defendant:

(a)    contravened his duty of care and diligence under s 180 of the Act, which duty required him to inform himself of his obligations and requirements as a director of PW Kitt Co Pty Ltd (ACN 635 767 047) (PW Kitt), and to prevent PW Kitt from breaching the Act, by:

(i)    failing to have oversight of the activities undertaken for and on behalf of PW Kitt, which involved a foreseeable risk of harm to the company by exposing the company to civil penalty proceedings and claims by investors;

(ii)    failing to take any or proper steps to ensure that the company’s fundraising complied with the fundraising provisions of the Act;

(iii)    failing to take any or any proper steps to ensure the representations in the company’s advertising and offer document were not misleading and deceptive;

(iv)    causing the company to transfer funds without a proper understanding or explanation of those transfers;

(v)    failing to ensure that payments were made for a proper purpose; and

(vi)    failing to manage the company in any way;

(b)    contravened his duty to exercise his powers and discharge his duties in good faith in breach of his duty pursuant to s 181 of the Act to act in good faith in the best interests of PW Kitt, and for a proper purpose, by:

(i)    acting at the direction of one or more third parties without consideration of his obligations or the interests of the company;

(ii)    failing to give any appropriate consideration of his obligations as a director of PW Kitt;

(iii)    establishing and using funds from bank accounts that he established in the name of PW Kitt for purposes other than the proper purposes of the company;

(iv)    making payments that constituted acts not for proper purposes; and

(c)    improperly used his position as director of the company to gain an advantage for himself and others and caused detriment to the company by not using those funds for any purpose properly associated with the company in breach of s 182 of the Act.

THE COURT ORDERS THAT:

1.    Pursuant to s 206E of the Act, the Defendant is permanently disqualified from managing corporations.

2.    Order 8 made on 7 August 2020, restraining the Defendant from leaving or attempting to leave Australia without consent of the Court pursuant to s 1323(1)(k) of the Act, is vacated.

3.    Each party is to pay their own costs.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

MCELWAINE J

Introduction

1    This proceeding concerns the conduct of Larry John Dawson in his capacity as director of PW Kitt Co Pty Ltd (the company). On 26 August 2019, Dawson incorporated the company. He was the sole director and shareholder.

2    Between 26 August and 16 March 2020, Dawson established numerous bank accounts in the name of the company. Dawson controlled the bank accounts. Between 3 September 2019 and 23 July 2020, $8,392,369 was deposited into the bank accounts and $8,348,862 was withdrawn. This was not lawfully sourced funds belonging to the company. Of the amount withdrawn, the Australian Securities and Investments Commission (ASIC) has identified $6,985,650 as likely received from investors who were scammed by unidentified overseas fraudsters.

3    The scam worked as follows. The fraudsters established two fake websites to mimic the business name of a legitimate, but unrelated, financial services business as well as its Australian Financial Services (AFS) licence number without authorisation. Deceived investors deposited funds into the bank accounts of the company. At the direction of the fraudsters, Dawson transferred the funds predominately to Bitcoin exchanges and to companies based in Indonesia. Dawson was the authorised representative of some of the Bitcoin accounts. He retained some funds (modest in the scheme of things) that he used for personal purposes, including the purchase of a car.

4    The investors were predominately individuals planning for or in retirement who believed that their funds would be used for the purpose of investing as part of establishing or augmenting their self-managed superannuation funds (SMSF). For instance, one investor was falsely led to believe his transfer of more than $200,000 was to be invested in an international share portfolio.

5    According to the report of the Court-appointed Receivers and Managers of the company dated 26 August 2020, the ultimate beneficiaries of the Bitcoin accounts could not be determined, and the invested funds have been lost.

6    ASIC commenced this proceeding on 6 August 2020. It sought various forms of relief, including civil penalties, for breach of director duties by Dawson: ss 180, 181 and 182 of the Corporations Act 2001 (Cth).

7    By an order of this Court, on 5 November 2020 the company was wound up pursuant to s 461(1)(k) of the Act.

8    Later, on 10 September 2020, ASIC sought additional relief, including declarations and a disqualification order pursuant to s 206E or s 206C of the Act. The proceeding was adjourned sine die on 18 February 2021, after Dawson was initially charged with multiple counts of dealing with the proceeds of crime contrary to s 193B(2) of the Crimes Act 1900 (NSW).

9    On 27 March 2021, Dawson was indicted on 17 counts in the District Court of New South Wales by the State Director of Public Prosecutions. Sixteen counts involved individual investment amounts and the first was a rolled-up count for all sixteen investors totalling $4,792,879.4. Dawson pleaded guilty to the rolled-up count and was sentenced by Judge C Smith SC on 16 August 2024 to a term of imprisonment of five years and 24 days, with a non-parole period of three years and three months. His term of imprisonment commenced on 10 August 2022, with his non-parole period expiring on 9 November 2025. Dawson was released from prison in November 2025.

10    The indicted amount of $4,792,879.40 is significantly less than the total identified by ASIC as it includes substantial sums likely received from unidentified scammed investors.

11    Dawson’s release from custody caused ASIC to enliven this proceeding. It now seeks the relief in the amended originating process dated 10 September 2020 (AOP), limited to declarations of contravention of director duties and an order permanently disqualifying Dawson from managing a corporation. At the hearing on 20 July 2026, Dawson through his counsel Ms T Power, consented to the relief as sought by ASIC. Ordinarily, consent orders are made without reasons, provided the orders are within power and the Court considers the orders appropriate. I am satisfied as to each, but I have decided to publish reasons as the public should understand the basis for the orders and to facilitate the general deterrence objective. In what follows, I am grateful for the comprehensive written submissions of Ms van Proctor who appears for ASIC, and I have taken the liberty of extracting part of her submissions as well as summarising her main points.

12    ASIC no longer seeks pecuniary penalties or costs (the latter acknowledging Dawson’s cooperation and consent).

A preliminary question: Do ss 1317M or 1317N of the Act prevent ASIC from seeking relief?

13    Section 1317M of the Act provides:

1317M Civil proceedings after criminal proceedings

A court must not make a declaration of contravention, a pecuniary penalty order or a relinquishment order against a person for a contravention if the person has been convicted of an offence constituted by conduct that is substantially the same as the conduct constituting the contravention.

14    Section 1317N of the Act provides:

1317N Criminal proceedings during civil proceedings

(1)     Proceedings for a declaration of contravention, a pecuniary penalty order or a relinquishment order against a person are stayed if:

(a)    criminal proceedings are started or have already been started against the person for an offence; and

(b)     the offence is constituted by conduct that is substantially the same as the conduct alleged to constitute the contravention.

(2)     The proceedings for the declaration or order (the civil proceedings) may be resumed if the person is not convicted of the offence. Otherwise:

(a)     the civil proceedings are dismissed; and

(b)     costs must not be awarded in relation to the civil proceedings.

15    The preliminary issue is at once apparent: was Dawson convicted of an offence “substantially the same as” the conduct that ASIC alleges amounts to a contravention of his director duties? Although a disqualification order is not a form of relief precluded by s 1317M of the Act, a declaration is a pre-condition to a disqualification order under s 206C of the Act.

16    Dawson was convicted and sentenced based on a statement of Agreed Facts for Sentence (AFS). Count 1 of the indictment dated 27 March 2024, being the rolled-up count, concerned 16 individuals who invested funds between 4 December 2019 and 1 September 2020. The AFS recorded that:

The above individuals were induced to roll-over superannuation funds or invest funds at their disposal to with SMSF Advisory Services. That business entity had a sophisticated web site which marketed itself as providing a risk free guaranteed return on investment of approximately 25%. Inquiries by those individuals which were submitted to the website, or phone calls made to the business entity's website contact number, were answered by return email from representatives of SMSF Advisory Services or return phone calls made by those representatives to the above individuals. SMSF Advisory Services purported on its website to be regulated by ASIC and also purported to have an Australian Financial Services Licence which enabled it to provide superannuation and investment advice, individuals who transferred funds were able to "monitor'' their investments by software program made available by SMSF Advisory Services to assess how well their Invested funds were doing. However, everything was a sham. The Crown accepts that for the sham to work required the participation of a number of individuals, principally based overseas, to induce the 16 individuals to accept SMSF Advisory Services as a reputable wealth manager and financial advisor.

The offender performed various actions during the period July 2019 to September 2020 which was essential for the operation of the financial scam perpetrated by SMSF Advisory Services in that he:

a. Opened bank accounts in the corporate entity, the company’s name and was its sole signatory.

b. Was capable of overviewing transactions relating to the operation of those accounts.

c. Withdrew cash from those bank accounts via ATMs.

d. Through the corporate entity the company made payments for the offender's own personal use and benefit, regarding marketing rights in Indonesia regarding the sport accessories and recreational leisure brand, PT Carve.

Between 26 August 2019 and the date that the bank accounts were frozen by action of ASIC on 7 August 2020, the offender received payments into various bank accounts opened by him with account name P W Kitt Co Pty Ltd. The source of the payments was from superannuation savings held by the complainants who had been induced by representatives of SMSF Advisory Services to transfer funds from their superannuation fund accounts to the nominated accounts on the representation that the funds would be managed by SMSF Advisory Services and invested in a professional manner as represented on the SMSF Advisory Services website. The funds were subsequently misappropriated. In total complainants deposited $4,792,870.40 into accounts opened by the offender, all of which was dissipated.

17    The AFS limited Dawson’s conduct to the opening and operation of seven bank accounts between 26 August 2019 and 10 February 2020 with Commonwealth Bank of Australia, Westpac, Bank of Queensland, ANZ Bank, St. George Bank, Bendigo Bank and Suncorp Bank. The amounts deposited on particularised dates by each investor were agreed.

18    Ms van Proctor submits, and I accept, that ss 1317M and 1317N of the Act only apply to cases strictly within their terms: R v Adler [2004] NSWSC 108; (2004) 48 ASCR 693 at [119]. Thus, it is necessary to carefully identify and dissect the elements of the criminal offence and those of the alleged civil contraventions, notwithstanding the overlap of evidence: ASIC v Managed Investments Ltd (No 5) [2013] QSC 313; (2013) 236 A Crim R 384 at [29]; affirmed on appeal in White v Australian Securities and Investments Commission [2013] QCA 357; (2013) 237 A Crim R 83 at [21], Fair Work Commission v Thompson [2013] FCA 380; (2013) 241 FCR 439 at [8] – [9], Director of the Fair Work Building Industry Inspectorate v Construction, Forestry Mining Energy Union [2015] FCA 225 and Director of Fair Work Building Industry Inspectorate v Construction, Forestry, Mining and Energy Union [2015] FCA 47; (2015) 323 ALR 294 where Mortimer J conveniently stated the correct approach for present purposes at [56] (when considering the analogous provision at s 553 of the Fair Work Act 2009 (Cth)) and in part said:

[W]hatever the circumstance in which the concept of double jeopardy is raised, the appropriate analysis is to examine the elements of the offences concerned and, through the elements, what the accused is alleged to have done. Since, as the Full Court in CFMEU v Director of Fair Work pointed out, the avoidance of double jeopardy (and the extension of the protection to civil penalty provisions) is the legislative purpose of s 553, then in my opinion it is appropriate to apply the analysis undertaken in Pearce, in determining whether the conduct constituting the “offence” of contempt is “substantially the same” as the contravening conduct alleged in this proceeding. That approach requires a comparison of the elements of each of the offence(s) in the criminal proceeding and the civil penalty provision, in order to ascertain what, in each proceeding, it is sought to punish the offender for. In this task, the facts underlying each element will need to be considered, otherwise the comparison would be hypothetical. The emphasis, however, is on what a person is alleged to have done by reference to the elements of each offence, and the elements of the civil penalty provision.

19    Accordingly, Ms van Proctor is correct to submit that the comparison involves more than identification of a factual overlap:

Underlying each provision is a concern to avoid a person being punished twice for the same conduct. Applying the same analysis to the present case, it is necessary to compare the elements of the offence of knowingly dealing with proceeds of crime and the elements of the contraventions of failing to comply with Dawson’s obligations as a director under ss 180 to 182 of the Act. For the reasons explained below, the elements of Dawson’s failures to discharge his duties as a director in contravention of ss 180 to 182 of the Act, in respect of which ASIC seeks relief in this proceeding, differs in significant respects from the elements of the offence for which he was convicted of knowingly dealing with proceeds of crime. Those differences include the fact that the elements of Dawson’s directors’ duties contraventions involve conduct that is quite distinct (and some of which preceded) dealing with funds, involves conduct on dates that precede the period in respect of which Dawson’s criminal conviction was concerned, and includes funds from other sources (for which he was not punished in the criminal proceeding).

20    The three elements of s 193B(2) of the Crimes Act are that the accused: (1) deals with; (2) proceeds of crime; and (3) knows that the dealing is in proceeds of crime: Delaney v R [2013] NSWCCA 150; (2013) 230 A Crim R 581 at [36]; Humphreys v R [2020] NSWCCA 144 at [116].

21    The concept of “dealing with” is defined at s 193A of the Crimes Act as including: “receive, possess, conceal or dispose of”. ASIC accepts that certain conduct of Dawson is within the first element of “dealing with”, which Ms van Proctor summarises by reference to the AFS as:

(a)    receiving payments into bank accounts opened by him, which funds were “subsequently misappropriated” and “dissipated”;

(b)    in respect of each of 16 named investors, transfers of moneys “through a bank account opened in the name of the company, being a bank account opened by Dawson;

(c)    withdrawing cash from bank accounts in; and

(d)    making some payments for his own personal use and benefit.

22    However, and importantly for present purposes, the period charged in the indictment was limited to dealing with the monies invested by 16 individuals from 4 December 2019 to 1 September 2020 in the total sum of $4,792,879.40. The declaratory relief now sought by ASIC is for the period from 3 September 2019 to 12 August 2020 and includes investors not referred to in the indictment.

23    As to the second element, “proceeds of crime”, there is no question that the AFS identified the source of the monies invested as being the proceeds of crime.

24    As to the third element, knowledge by Dawson that his dealing was in the proceeds of crime, I accept Ms van Proctor’s submissions that:

Knowledge that the proceeds of crime are indeed proceeds of crime is an essential element of a s 193B(2) offence. The Agreed Facts for Sentence (AFS) states that Dawson’s “actions over the period July 2019 to September 2020 demonstrate that he did have knowledge that the funds in those bank accounts must have been proceeds of crime”.

In the AFS and in the sentencing hearing transcript, matters are referred to which are also relevant to Dawson’s contraventions of ss 180 to 182 of the Act. For example, the sentencing hearing transcript refers to individuals being induced to roll over superannuation funds with SMSF Advisory Services and that they were induced to accept SMSF as a reputable wealth manager and financial adviser (when that was not the case). While these matters may demonstrate the extent to which it might fairly be submitted that there is factual overlap between the criminal prosecution and the civil penalty contraventions sought to be declared in this proceeding, it is submitted that these matters do not constitute the conduct that constitutes the elements of the crime for which Dawson was convicted: that is, his knowing dealing of funds that were the proceeds of crime, rather than the underlying conduct that led to him being in a position to receive and deal with those funds. In addition, the relevant conduct in respect of which Dawson was convicted was also limited to:

(a)    his own conduct (and not conduct of others that, had he been discharging his duties as a director of the company he would have prevented): and

(b)    conduct during the period from 4 December 2019 to 1 September 2020.

The transcript of the sentencing hearing also refers to Dawson having performed various actions including opening bank accounts in the name of the company, withdrawing cash from those accounts and, through the corporate entity, making payments for his personal use. However for the reasons explained above, although the withdrawal of cash and use for his own purposes of those funds may be considered to be conduct within the elements of the crime for which Dawson was convicted, the opening of bank accounts and other acts in relation to the company (including facilitating the incorporation of the company prior to 4 December 2019) should not be considered conduct constituting elements of the offence of dealing with proceeds of crime for which Dawson was convicted.

25    Additionally, in this matter ASIC contends that Dawson’s multiple breach of director’s duties do not, in many respects, correspond with the elements of s 193B(2) of the Crimes Act. I accept Ms van Proctor’s submissions that (footnotes deleted):

ASIC contends that Dawson contravened his director’s duties in the following ways:

(a)    Dawson contravened his duty of care and diligence under s 180, which duty required him to inform himself of his obligations and requirements as a director of the company, and to prevent the company from breaching the Act, including by:

(i)    failing to have oversight of the activities undertaken for and on behalf of the company which involved a foreseeable risk of harm to the company by exposing the company to civil penalty proceedings and claims by investors. Dawson failed to take any or proper steps to ensure that the company’s fundraising complied with the fundraising provisions of the Act. He failed to take any or any proper steps to ensure the representations in the company’s advertising and offer document were not misleading and deceptive. His conduct created a real and significant risk of the company contravening the Act. The risks (which eventuated) included the company breaching the fundraising provisions of the Act and engaging in misleading or deceptive conduct.

(ii)    causing the company to transfer funds without a proper understanding or explanation of those transfers (including during the period from September 2019 to 3 December 2019).

(iii)    failing to keep proper books and records, failing to ensure that payments were made for a proper purpose and general failure to manage the company in any way.

(b)    The conduct constituting breaches of s 181 (below) is also conduct that no director acting with reasonable care and diligence would have engaged in and thus also contravenes s 180.

(c)    Dawson contravened his duty to exercise his powers and discharge his duties in good faith in breach of his duty pursuant to s 181 of the Act to act in good faith in the best interests of the company, and for a proper purpose, including by:

(i)    acting at the direction of one or more third parties without consideration of his obligations or the interests of the company (in other words, a complete fettering of his powers and duties as a director);

(ii)    failing to give any appropriate consideration of his obligations as a director of the company;

(iii)    establishing and using funds from bank accounts that he established in the name of the company for purposes other than the proper purposes of the company, including conduct prior to 3 December 2019 and including in relation to the establishment and use of St George bank account 112879 479393132 (PW Kitt STG x3132), which involved, among other things, the receipt of $42,002 transferred from “possible investors”;

(iv)    making payments that constituted acts not for proper purposes, including in respect of funds raised from investors that were not the subject of the criminal proceedings (such as Stephen Falshaw, Vincent Newey, Anthony Thompson and Timothy Cochrane.

(d)    In breach of s 182 of the Act, Dawson improperly used his position as director of the company to gain an advantage for himself and others, and caused detriment to the company by not using those funds for any purpose properly associated with the company, including in the period prior to 3 December 2019 and including in relation to investors who invested moneys that were not included in the proceeds of crime in Dawson’s criminal prosecution.

…

The gravamen of the criminal offence of s 193B(2) of the Crimes Act is that Dawson between 4 December 2019 and 1 September 2020:

(1)    had misappropriated or dissipated monies (through cash withdrawals and payments for the offender’s personal use and benefit regarding marketing rights in Indonesia) that had been deposited or transferred into bank accounts in the name of PW Kitt, a company controlled by him; and

(2)    dealt with monies transferred into those bank accounts that were proceeds of crime (which he knew to be the case).

Dawson has been punished for actions relating to dealing with the proceeds of crime deposited into bank accounts that were opened by a company that he controlled. In the circumstances of this case, ASIC has made an election that it no longer presses for a pecuniary penalty order (previously sought by paragraph 8 of the AOP).

In contrast, the gravamen of the contraventions of ss 180 and 181 of the Act involves the substantial failures and conduct referred to in paragraph 56 above, in particular in his acts and failures in his capacity as a director of the company and his failure to discharge his duties and obligations as the director of the company. In respect of this contravening conduct, the declarations of contravention and other relief sought in this proceeding does not address conduct that is substantially similar to the conduct (dealing with proceeds of crime) for which Dawson has already been convicted.

Further, even Dawson’s use of stolen funds in breach of his duties under ss 180 and 181 includes conduct which was not the subject of the criminal prosecution: this includes conduct prior to 4 December 2019 and conduct in respect of funds stolen from investors for which he was not punished in the criminal proceeding (that is, funds obtained from investors other than the 16 named in the criminal proceeding).

The gravamen of the contraventions of s 182 involved Dawson improperly using his position to gain an advantage for himself or others, or to cause detriment to PW Kitt. Those elements are different to a criminal charge based on dealing with monies with knowledge that they are proceeds of crime even though the facts may overlap in substantial respects. With respect to Dawson’s conduct in contravention of s 182, the conduct concerns the misuse of his position as a director to access funds that were meant to be used for a particular purpose but which he used for his own or for others’ purposes, or to the detriment of the company.

In summary, the contraventions of ss 180 to 182 of the Act are concerned with failures by Dawson to discharge his duties or exercise his powers in a way to prevent the company from being exposed to breaches of the law and consequent liability rather than using monies that were unlawfully obtained for their own purposes.

26    Next, Ms van Proctor identifies differences in the conduct of Dawson, the subject of the declaratory relief as now sought by ASIC. In broad summary, Dawson was not convicted and sentenced for transferring investor funds into Bitcoin exchanges, multiple transfers to fictional foundations (named Star Foundation, Bar Foundation and Bush Foundation) or for transfers to various entities in Indonesia. There is also the temporal difference in that the contraventions relied on by ASIC fall within the period 3 September 2019 to 23 July 2020 and involve a total amount of $6,985,650; whereas, the misappropriation the subject of the criminal proceeding was limited to the period from 4 December 2019 to 1 September 2020 and in the amount of $4,792,879.40; a difference in quantum of approximately $2.19 million in misappropriated investor funds.

27    There are also at least three additional investors the subject of this proceeding and a bank account with St. George Bank that was not mentioned in the indictment or the AFS.

28    Accordingly, I am satisfied that the declarations as now sought by ASIC concern conduct by Dawson that is not substantially the same as the conduct for which he was convicted and sentenced in the criminal proceeding. Therefore, neither s 1317M or s 1317N preclude the relief that is consented to. I am also satisfied that the contraventions summarised at paragraph 25 above are made out on the extensive affidavit evidence relied on by ASIC and read into evidence during the hearing, including:

(1)    the Affidavit of Melisande Guanlao made on 6 August 2020;

(2)    the Affidavit of Sarah White made on 6 August 2020;

(3)    the Second Affidavit of Sarah White made on 3 September 2020;

(4)    the Third Affidavit of Sarah White made on 7 October 2020;

(5)    the Affidavit of Glenn Childs made on 24 March 2026; and

(6)    the Second Affidavit of Glenn Childs made on 17 April 2026.

Declaratory relief

29    Section 1317E of the Corporations Act provides that if a court is satisfied that a person has contravened a civil penalty provision, it must make a declaration of contravention. No discretion arises: Mayfair Wealth Partners Pty Ltd v Australian Securities and Investments Commission [2022] FCAFC 170; (2022) 295 FCR 106 at [184]. Even if that were not so, I am satisfied that this is an appropriate case to grant declaratory relief in furtherance of the general deterrence objective, because Dawson’s contraventions were extremely serious and were necessary in order for the overseas-based fraudsters to inflict harm on innocent investors.

30    Section 1317E(2) specifies the matters that must be set out in framing the declaratory relief, and I am satisfied that each matter is addressed in the declarations as proposed by ASIC, noting that it is unnecessary to recite all of the factual detail of each contravention: Rural Press Pty Ltd v ACCC [2003] HCA 75; (2003) 216 CLR 53 at [90] – [93]. In any event, there is more than sufficient detail in these reasons to understand the form of the declarations.

Disqualification

31    Sections 206C and 206E of the Corporations Act confer discretionary power, on the application of ASIC, to disqualify a person from managing a corporation for such period as the Court considers appropriate. ASIC seeks a lifetime disqualification.

32    The principles which guide the discretion are well understood ASIC v Adler [2002] NSWSC 483; (2002) 42 ASCR 80; at 97 – 99 (Santow J); ASIC v One Tech Media Ltd (No 6) [2020] FCA 842 at [18], Registrar of Aboriginal and Torres Strait Islander Corporations v Murray [2015] FCA 346 at [219] – [220] (Gordon J). It is unnecessary to restate them. Adapting the principles to this case reveals that it is appropriate to make a lifetime disqualification for the following reasons.

33    The contraventions involve egregious breaches of Dawson’s director duties over an extended period, including his failures to discharge duties with care and diligence, to act in good faith and for a proper purpose, to avoid using his position to gain a personal advantage, and to prevent causing detriment to each of the investors. The public is entitled to protection from harm when corporate structures are misused to perpetrate such significant fraud. Dawson actively participated in a scheme to mislead members of the public to invest hard earned capital into a fraudulent scheme. It is obvious that the public requires protection from further conduct of a like nature by Dawson, but also from other persons who may be tempted to participate in schemes to defraud persons of money; more so in this case of unsophisticated investors who were doubtless attracted by the very high rates of return offered by the scam.

34    Dawson has by his misconduct demonstrated that he is totally unfit to manage a corporation at any time in the future. He has no idea of the duties and responsibilities of a director. Even if he had some understanding of the duties and responsibilities of a director, he chose to act in defiance of them for the benefit of himself and others. He engaged in systematic misrepresentation by permitting the company to hold itself out as having an AFSL. A lifetime disqualification is warranted for his serious dishonesty that has caused very significant loss to individual investors.

35    Although when one considers his criminal conviction and sentence, there is some basis for believing that he may not engage in similar conduct in the future, that matter is outweighed by the extent of his misconduct and the need to send a very clear message to others that deliberate dishonest conduct in utter disregard of a director’s duties and responsibilities warrants a very significant period of disqualification. Although Dawson did not personally benefit from all the funds misappropriated (in fact proportionately his share was relatively small), he performed an essential role that facilitated the ability of the offshore fraudsters to implement their evil scheme.

36    And, finally, as submitted by Ms van Proctor, there is no evidence on which this Court could have confidence that Dawson could fulfil the role of the director properly and without risk to the public at any time in the future.

37    For these reasons, I am satisfied that this is an appropriate case to accept Dawson’s consent to a lifetime disqualification.

38    There is one further matter. Justice Anastassiou made an order on 7 August 2020, that Dawson, pursuant to s 1323(1)(k) of the Act, be restrained from leaving or attempting to leave Australia until further order. ASIC accepts that having now served his sentence, that order is no longer appropriate. I vacate it with effect from the date of these orders.

Associate:

Dated:    29 July 2026