Corporate, Mergers & Acquisitions
FocusPapers in the area of Corporate, Mergers & Acquisitions.
Changes to FIRB Exemptions for Sales of Residential Property
23 July 2010
Author: Daniel Goldberg, Special Counsel
Practice area: Corporate, Mergers & Acquisitions
Recent changes to the Foreign Acquisitions and Takeovers Regulations (1989) (Cth) remove an exemption that applied to temporary residents buying residential land in Australia. Unless such a buyer qualifies for another exemption, they are now required to notify the Treasurer (through the Foreign Investment Review Board (FIRB)) of the acquisition, and the usual time frames for FIRB approval apply.
Buzzle v Apple - Creditors take heart
9 July 2010
Author: Daniel Goldberg, Special Counsel
Practice area: Corporate, Mergers & Acquisitions
A recent NSW Supreme Court decision provides further guidance and some comfort on the law of shadow directorship.
Continuous Disclosure - when, what and how? - the text of a speech delivered to the Chartered Secretaries Australia Conference on 1 June 2010 by David P. Selig
2 June 2010
Author: David P. Selig, Partner
Practice area: Corporate, Mergers & Acquisitions
Continuous disclosure is one of the most important elements underpinning the integrity and orderly conduct of public equity markets. Whilst always being an important area of compliance, continuous disclosure seems to have received increased attention over the past twelve months, since the James Hardie and the Fortescue Metals decisions and the effects of the Global Financial Crisis. A number of listed companies have also recently received ASX "aware letters". The personal liability issues associated with a failure to satisfy continuous disclosure obligations have the ability, at best, to seriously distract a company's board and management from the primary demands of running a business, and at worst, are likely to be extremely damaging to the balance sheet of the company and the reputations of its board and senior management.
Duties of Directors - A Practical Guide
29 March 2010
Author: Jeff Mansfield, Partner, Michael Ryan, Partner and David P. Selig, Partner
Practice area: Corporate, Mergers & Acquisitions
The Partners of Addisons are pleased to present "Duties of Directors - A Practical Guide", providing an overview of the various obligations and responsibilities imposed on Directors of Australian companies. This Guide is intended to assist both newly appointed and long term Directors, as well as those considering an appointment as a Director.
Shadow Equity - The Darker Side of Insider Trading
15 February 2010
Author: David P. Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
As global markets improve, a string of successful insider trading charges brought by ASIC, together with recent warnings by the ASX, serve as a timely reminder of the tough stance being taken on those who trade securities with knowledge of undisclosed price-sensitive information. In addition, the various elements that tend to constitute senior executive remuneration has never been subjected to more intense public and political focus.
Administrative Law - Are you unhappy with a government decision or action that affects your business? - Administrative law may be of assistance!
1 February 2010
Author: Jamie Nettleton, Partner
Practice areas: Gambling, Commercial Litigation & Dispute Resolution and Corporate, Mergers & Acquisitions
Every day public bodies exercise their power to make decisions which impact adversely your business. Has your business been affected by a decision or action taken by a government department, authority or statutory body which you consider to be adverse or unfair? Help may be at hand through administrative law by using the avenues available to challenge the legality or merit of the decision or action.
Australian Consumer Law Reform - The introduction of unfair contract terms legislation - Important Amendments to the Trade Practices Act and the ASIC Act
29 January 2010
Author: David P. Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
Consumer protection provisions will be significantly expanded under a proposal to amend Australia's trade practices law. The amendments, which are expected to come into effect this year, will provide that unfair terms in contracts may be declared void and unenforceable. Many businesses that contract with consumers using standard form contracts are likely to be affected by the new laws and may need to reassess the terms of their contracts as well as their risk management practices.
National Consumer Credit Protection Act receives Royal Assent
14 January 2010
Author: David Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
On 15 December 2009, the National Consumer Credit Protection Act 2009 (Cth) (Act) received royal assent. The Act is part of a reform of Australia's consumer credit laws following the agreement reached in 2008 by the Council of Australian Governments that the Commonwealth should have responsibility for regulating the consumer credit industry. A practical consequence of that agreement will be that providers of consumer credit will need to be licensed by the Australian Securities & Investments Commission (ASIC) and will be governed by a new set of uniform national laws. The National Credit Code (NCC), which is found in Schedule 1 of the Act, will apply from 1 July 2010 and will replace the consumer credit codes of each State and Territory. ASIC will be responsible for the administration of the new uniform laws.
Escalation Agreements - An Escalator to Nowhere?
13 July 2009
Author: David P. Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
The prohibition of escalator clauses under section 622 of the Corporations Act is intended to ensure the fair and equal treatment of all shareholders. However, in many cases the prohibition may be unwarranted where no real benefit is received. This FocusPaper provides an examination of the issue, particularly in light of the decisions of Savage Resources, Cultus Petroleum and GoldLink IncomePlus.
Raising Capital in Difficult Times
29 June 2009
Author: David P. Selig Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
In the current global financial crisis raising capital has become a significant issue for many companies. This Focus Paper briefly examines some of the alternative forms of raising capital that companies might consider pursuing.
Conducting Business in Australia
15 May 2009
Author: Jamie Nettleton, Partner, David P. Selig, Partner, Michael Ryan, Partner and Jeff Mansfield, Partner
Practice area: Corporate, Mergers & Acquisitions
Despite its relatively small population, Australia offers significant investment opportunities to both foreign and local investors. Australia's stable economy and political system, sound infrastructure and highly skilled workforce make it an attractive destination for investors and an important financial centre in the Asia-Pacific region. However, before investing in Australia investors should appreciate the numerous and complex rules and regulations which apply.
Proxies - More than Meets the Eye Portman Iron Ore v Golden West Resources: Federal Court rules that Proxy Forms must be delivered directly to the Company
13 May 2009
Author: David P. Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
The provisions in the Corporations Act 2001 (Cth) (Act) relating to proxies appear, on their face, to be relatively straight forward. Legal requirements for proxy forms are often seen as merely procedural matters and hence are given inadequate attention. However, a failure to comply strictly with those legal requirements can lead to significant adverse consequences. A recent Federal Court decision imposes further requirements above and beyond what is expressly stated by the provisions of the Act. Accordingly, whilst the completion and delivery of proxy forms are essentially procedural matters designed to achieve a desired objective in an orderly and probative manner, it is critical to ensure such actions do not negate the very essential matter of ensuring that a shareholder is permitted to exercise its voting power.
Reform of Australia's Personal Property Securities Law
5 May 2009
Author: David P. Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
Following the lead of other jurisdictions, including the United States, Canada and New Zealand, the Commonwealth Government is pressing ahead with proposed new legislation that will revamp the law relating to security interests over personal property. If passed, the Personal Property Securities Bill 2008 (Cth) (Bill) will impact all businesses by creating a national set of laws for the registration of security interests in personal property. Under the proposed laws, a failure to register a security interest can have severe consequences. Therefore, companies will need to be aware of how these changes will affect their business.
Standstill Restraints - not going anywhere soon
3 April 2009
Author: David P. Selig, Partner[1]
Practice area: Corporate, Mergers & Acquisitions
The recent Takeovers Panel (Panel) proceedings of International All Sports Limited 01 [2009] ATP 4 (Original Proceedings) and the review of those proceedings in International All Sports Limited O1R [2009] ATP 5 (Review Proceedings) provide some interesting and timely observations on the Panel's attitude towards important policy considerations in relation to standstill restraints in the context of control transactions.
Supreme Court Decision Highlights Importance of Clearly Drafted Company Constitutions
19 January 2009
Author: David P. Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
A recent decision of the New South Wales Supreme Court of Appeal has confirmed that provisions in company constitutions should be given a broad and business-like interpretation. In the event of a dispute concerning an unclear term, the court is likely to reject arguments based on a strict or narrow reading of the document.