Corporate, Mergers & Acquisitions
FocusPapers in the area of Corporate, Mergers & Acquisitions.
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.
Review of Continuous Disclosure Obligations
19 January 2009
Author: David P. Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
The current global financial turmoil has highlighted the need for companies to make timely disclosure of market-sensitive information. In particular, companies whose share price or operations have been significantly impacted by the crisis, such as financial and mining entities, should ensure that they keep the market up to date with material changes to their businesses and financial status. Continuous disclosure has been a particular focus in the media and by regulatory authorities following the Federal Court's recent approval of the largest class action settlement (amounting to $144.5 million) in Australian history involving claims that Aristocrat Leisure failed to comply with its continuous disclosure obligations.
New AML / CTF Obligations Coming Into Force in December 2008
3 December 2008
Author: David Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
On 12 December 2008 certain parts of the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth) ("Act") will come into force. The provisions include Division 6 of Part 2 concerning ongoing customer due diligence and Divisions 1 to 4 and Division 6 of Part 3 dealing with reporting obligations. These parts are the last of the provisions of the Act to come into force. The other provisions came into force at six and twelve month intervals from 13 December 2006. The Australian Transaction Reports and Analysis Centre (AUSTRAC) also has - and has already exercised - the power to issue legally binding rules under section 229 of the Act.
A Review of ASIC Relief from Financial Reporting Obligations
17 October 2008
Author: David P. Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
The Australian Securities & Investments Commission has this month released Regulatory Guide 43 in relation to obtaining relief from financial reporting obligations under the Corporations Act 2001 (Cth).
Milestone Agreement Set to Increase Access to US Capital Markets
3 September 2008
Author: David P. Selig, Partner and Nathan Greenfield, Solicitor
Practice area: Corporate, Mergers & Acquisitions
On 25 August 2008, the Australian Securities & Investments Commission ("ASIC") together with the Australian Minister for Superannuation and Corporate Law, executed a Mutual Recognition Arrangement ("MRA") with ASIC's US counterpart, the United States Securities and Exchange Commission ("SEC"). The MRA is expected to significantly reduce requirements for Australian entities wishing to offer securities to US investors. The agreement follows similar agreements that Australia has signed with New Zealand and Hong Kong authorities that are intended to establish closer links with their respective financial markets.