252Liability of corporations

252 Liability of corporations (1) If, in a proceeding under this Act in relation to conduct engaged in by a corporation, it is necessary to establish the state of mind of the corporation, it is sufficient to show that— (a) a director, employee or agent of the corporation engaged in that conduct; and (b) the director, employee or agent was, in engaging in that conduct, acting within the scope of his or her actual or apparent authority; and (c) the director, employee or agent had that state of mind. (2) If— (a) conduct is engaged in on behalf of a corporation by a director, employee or agent of the corporation; and (b) the conduct is within the scope of his or her actual or apparent authority; the conduct is taken, for the purposes of a proceeding under this Act, to have been engaged in by the corporation unless the corporation establishes that it took reasonable precautions and exercised due diligence to avoid the conduct.

(3) A reference in subsection (1) to the state of mind of a person includes a reference to— (a) the knowledge, intention, opinion, belief or purpose of the person; and (b) the person’s reasons for the intention, opinion, belief or purpose. (4) A reference in this section to a director of a corporation includes a reference to a constituent member of a body corporate incorporated for a public purpose by a law of the Territory, the Commonwealth, a State or another Territory. (5) A reference in this section to engaging in conduct includes a reference to failing or refusing to engage in conduct.