Australia: オーストラリア裁判所が間接的な原因に基づく株主の損害賠償請求を認

ジョーンズ・デイ・コメンタリー:オーストラリア裁判所が間接的な原因に基づく株主の損害賠償請求を認容

これまでオーストラリアの裁判所は、誤認表示の禁止違反に基づく株主の損害賠償請求において、株主が当該誤認表示を認識し、かつ、当該誤認表示を信頼していたことを立証しない限り損害賠償請求を認めていませんでした。しかし、近時における複数の裁判例では、従前の判断を厳格に適用するのではなく、間接的な事実又は市場に基礎をおく事実に基づく損害の賠償請求についても、これを認める余地を残す判断をしています。株主が市場株価が当該株式の価値を正確に反映するものとして信頼して株式を購入した場合、当該会社は、その誤認表示により上昇した市場株価と当該誤認表示がない場合の株価との差額に相当する損害を株主に被らせたといえるというものです。つまり、当該株主の誤認表示に対する直接的な信頼は必要とされないこととなります。HIH Insurance Limited (in liquidation) & Ors [2016] NSWSC 482事件におけるNew South Wales州の最高裁判所 は、かかる類型の事件において、間接的な原因に基づき株主が被った損害の賠償請求を認めています。

このように間接的な原因により株主に生じた損害の賠償請求が認められるということは、株主によるクラスアクションの提起及びそれに関する立証を容易にするものといえ、これにより会社及びその取締役に対するクラスアクションのリスクを大きく上昇させるものと考えられます。オーストラリア証券取引所に株式上場する際に留意すべき事項として参考になると思われることから紹介する次第です。

詳細は、Jones Day Commentary " Indirect Causation Accepted by Australian Court in Shareholder Claim"(オリジナル(英語)版)をご参照ください。

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