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27 June 2025

CBL

Background

The Financial Markets Authority (FMA) brought civil proceedings under the Financial Markets Conduct Act 2013 (FMCA) against CBL Corporation Limited (CBLC), its former directors, and senior executives following the company’s public listing in October 2015 and subsequent collapse in February 2018. The proceedings focused on alleged continuous disclosure and misleading conduct breaches during the period leading up to the collapse.

A significant milestone in the case occurred on 28 February 2025, when the High Court found former CBL Group Chief Financial Officer Carden Mulholland had breached the continuous disclosure provisions of the FMCA. The Court determined that Mr Mulholland, in his capacity as CFO, a member of CBLC’s Disclosure Committee, and a director of its European subsidiary CBL Insurance Europe dac (CBLIE), was liable as an accessory to the company’s disclosure contraventions. This decision marked the first time New Zealand courts considered the liability of a CFO acting as an accessory to a company’s breach of continuous disclosure obligations under the FMCA.

On 27 June 2025, the High Court ordered Carden Mulholland to pay a pecuniary penalty of $641,250, along with agreed costs of $606,216.53. These orders followed a trial in the Auckland High Court before Justice Gault, which ran from late June to early August 2024.

The proceedings against Mr Mulholland formed part of a broader enforcement action by the FMA. Earlier outcomes included in‑court settlements and penalty orders against CBLC, its managing director Peter Harris, and several former independent non‑executive directors between 2023 and 2024. Notably, on 22 August 2024, the High Court ordered Mr Harris to pay a $1.4 million penalty for continuous disclosure and misleading conduct breaches, following an agreed settlement with the FMA.

The case has clarified the scope of personal accountability for senior executives under New Zealand’s continuous disclosure regime and reinforced that officers such as CFOs may be held personally liable where they are found to be knowingly involved in a company’s disclosure failures. It represents a landmark development in the enforcement of the FMCA and the FMA’s approach to individual accountability in capital markets regulation.

Timeline

27 June 2025

Former CBL Group Chief Financial Officer (CFO), Carden Mulholland, has been ordered to pay a pecuniary penalty of $641,250 for breaches of the continuous disclosure requirements in the Financial Markets Conduct Act 2013 (FMCA), in proceedings brought by the Financial Markets Authority (FMA) – Te Mana Tatai Hokohoko.  He has also been ordered to pay agreed costs of $606,216.53. 

28 February 2025

The High Court has found former CBL Group Chief Financial Officer, Carden Mulholland, to have breached the continuous disclosure provisions of the Financial Markets Conduct Act 2013 (FMCA), following the public listing of CBL Corporation (CBLC) in October 2015 and its subsequent collapse in February 2018. The judgment follows a trial in the Auckland High Court before Justice Gault, which commenced in late June 2024 and concluded in early August 2024. 

The Financial Markets Authority proceeded to trial against Mr Mulholland, having reached in-court settlements with CBLC, its Managing Director Peter Harris, and its former independent non-executive directors in 2023 and 2024, which saw them admit multiple contraventions and the Court make pecuniary penalty orders.   

This is the first time New Zealand Courts have considered the liability of a chief financial officer (CFO) acting as an accessory to a company’s contravention under the FMCA.   

The FMA’s case against Mr Mulholland centred on his role as CFO of the CBL Group (for which CBLC was the parent company) and as a member of CBLC’s Disclosure Committee. He was also a director of CBLC’s European subsidiary, CBL Insurance Europe dac (CBLIE).  

22 August 2024 

The High Court has ordered Peter Harris, the former CBL Corporation Limited (In Liquidation) (CBLC) managing director, to pay a penalty of $1.4 million for continuous disclosure and misleading conduct breaches following proceedings brought by the FMA under the Financial Markets Conduct Act 2013 (FMCA) (the Continuous Disclosure Proceeding).

25 March 2024

The FMA and Mr Harris have entered an in-court settlement to resolve the Continuous Disclosure Proceeding on terms acceptable to both parties. A penalty hearing before the High Court in Auckland will take place in due course.

22 December 2023

The High Court has ordered CBL Corporation Limited (CBLC) and four of its former directors to pay penalties for continuous disclosure and misleading conduct breaches following proceedings brought by the FMA under the Financial Markets Conduct Act 2013.

12 June 2023

FMA reached agreement with CBL Corporation Limited (In Liquidation) (CBLC) and four of its former directors in respect of the FMA's claims of continuous disclosure breaches and misleading conduct.

December 2019

We issued two sets of civil proceedings in the Auckland High Court against CBL Corporation Limited (in liquidation), the six directors and the chief financial officer, alleging multiple breaches of the Financial Markets Conduct Act 2013.

12 November 2018

The FMA publishes an update about the ongoing investigation.

14 August 2018

Decision announced that continuous disclosure obligations do not apply during administration.

The judge stated in his decision on 13 August 2018 “that the disclosure/reporting obligations of an issuer in voluntary administration are contained within Part 15A of the Companies Act and while the issuer is in administration, the continuous disclosure obligations are suspended.”

6 August 2018

Hearing held at the Auckland High Court.

13 July 2018

The FMA announced its intention to file a case stated procedure on the issue of continuous disclosure obligations for listed issuers in voluntary administration.

17 May 2018

The FMA publishes an update about the ongoing investigation.