New Zealand’s markets regulator has settled liability issues with former CBL Corporation Limited director Peter Harris over alleged disclosure failures connected to the insurer’s 2015 initial public offering (IPO), while penalty questions remain before the High Court.
The Financial Markets Authority (FMA) – Te Mana Tātai Hokohoko (FMA) has agreed a settlement with Peter Harris to resolve its civil claims against him in relation to CBL’s 2015 IPO. Under the settlement, Harris has agreed to admit liability for two contraventions of the Financial Markets Conduct Act 2013 (FMCA) concerning disclosure associated with the company’s share offer. The admissions sit within what the regulator describes as its IPO Proceeding, which addresses the content of CBL’s product disclosure statement and other information provided to investors at the time of listing. The settlement addresses liability only. The FMA and Harris are not aligned on the size of any pecuniary penalty or on whether the court should impose a banning order that would limit his participation in regulated financial markets activity.
“The FMA has entered into a settlement with Mr Harris in respect of liability while allowing remaining issues relating to the appropriate penalty to be determined by the court. While admissions have been made, the amount of any pecuniary penalty to be imposed and whether a banning order should be made against Mr Harris remain in dispute. These issues will be determined by the High Court at a disputed penalty hearing in due course,” said Margot Gatland, the FMA’s head of enforcement. The IPO Proceeding itself continues against CBL, which is in liquidation, and the executor of the estate of former director Alistair Hutchison. The trial of those matters, separate from any penalty hearing for Harris, is scheduled to begin in the High Court on Tuesday, April 14, 2026.
The Harris settlement is one part of a wider enforcement response that began after CBL’s listing in October 2015 and its collapse in February 2018, developments that have drawn attention from insurance and capital markets participants. In December 2019, the FMA filed two sets of civil proceedings in the Auckland High Court under the FMCA against CBL (now in liquidation), its six directors, and its chief financial officer. One proceeding, now commonly referred to as the IPO Proceeding, focuses on alleged issues with the product disclosure statement and other pre‑IPO materials. The second proceeding alleged continuous disclosure and misleading conduct breaches in the period leading up to the company’s failure.
The continuous disclosure and misleading conduct case has largely run its course. On June 12, 2023, the FMA reached agreement with CBL and four of its former directors on those claims. On Dec. 22, 2023, the High Court ordered CBL and four former directors to pay penalties for continuous disclosure and misleading conduct breaches. The regulator and Harris then entered an in‑court settlement on March 25, 2024, to resolve the continuous disclosure proceeding against him, with penalty left for judicial determination. On Aug. 22, 2024, the High Court ordered Harris, in his capacity as former managing director of CBL, to pay $1.4 million in penalties for continuous disclosure and misleading conduct breaches under the FMCA.
The CBL proceedings have also involved early questions about how continuous disclosure interacts with voluntary administration. In 2018, the FMA sought guidance on whether issuers in voluntary administration remained subject to NZX continuous disclosure rules. In a decision dated Aug. 13, 2018, the judge said, “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.”
Another strand of the enforcement programme has focused on former CBL Group chief financial officer (CFO) Carden Mulholland and the role of senior executives in listed company disclosure. On Feb. 28, 2025, following a High Court trial in Auckland before Justice Gault that ran from late June to early August 2024, the court found that Mulholland had breached the continuous disclosure provisions of the FMCA. The court held that he was liable as an accessory to CBL Corporation’s disclosure contraventions, considering his position as group CFO, his membership of the company’s disclosure committee, and his directorship of European subsidiary CBL Insurance Europe dac.
The case was the first in which a New Zealand court considered whether a CFO could be found liable as an accessory to a listed issuer’s continuous disclosure breaches under the FMCA. On June 27, 2025, the High Court ordered Mulholland to pay a pecuniary penalty of $641,250 and agreed costs of $606,216.53. The FMA continued to trial against Mulholland after reaching in‑court settlements in 2023 and 2024 with CBL, Harris, and several former independent non‑executive directors, all of whom admitted multiple contraventions and were subject to pecuniary penalty orders.
The CBL litigation provides a detailed body of court findings on IPO documentation, continuous disclosure processes, and the responsibilities of directors and officers. The cases show that the regulator has taken action not only against the corporate issuer but also against managing directors, non‑executive directors, and senior finance executives where it alleges disclosure obligations were not met. With the IPO trial against CBL and the Hutchison estate scheduled to commence, and with the High Court yet to determine penalties and any banning order for Harris in the IPO Proceeding, further judgments are likely to add to the case law that boards and executives in the insurance sector will review when assessing governance structures, disclosure frameworks, and oversight of offer documentation.
