Corporate, Mergers & Acquisitions
FocusPapers in the area of Corporate, Mergers & Acquisitions.
Proposed New Guidance on Downstream Acquisitions
5 December 2011
Author: Renee Shipp, Senior Associate
Practice area: Corporate, Mergers & Acquisitions
ASIC has released Consultation Paper 170: Downstream Acquisitions: Update to RG71 detailing its plans to update the guidance on the takeovers exception for downstream acquisitions which is set out in s. 611, Item 14 of the Corporations Act 2001 (Cth).
Continuous Disclosure - What Obligations do Directors Have?
25 November 2011
Author: Jeff Mansfield, Partner and Li-Jean Chew, Senior Associate
Practice area: Corporate, Mergers & Acquisitions
Listed Australian companies have an obligation to keep the market continuously informed, subject to certain limitations, about any information that a reasonable person would expect to have a material effect on the price or value of their securities. Failure to do so may put the company in contravention of section 674(2) of the Corporations Act 2001 (Cth).
Raising the bar - new financial requirements for responsible entities
21 November 2011
Author: Daniel Goldberg, Special Counsel
Practice area: Corporate, Mergers & Acquisitions
ASIC has released final details of the new financial requirements to be imposed on responsible entities of registered managed investment schemes.
'The Paperless Office' - How Much Paper is Enough for Your Company?
21 November 2011
Author: Michael Ryan, Partner
Practice area: Corporate, Mergers & Acquisitions
In Australia, there is no general requirement that records of correspondence and documents must be retained nor is there any general requirement that records must be kept in paper form.
ASIC Finalises Guidance on Prospectus Disclosure - Regulatory Guide 228
18 November 2011
Author: Jeff Mansfield, Partner and Li-Jean Chew, Senior Associate
Practice area: Corporate, Mergers & Acquisitions
Following industry consultation on Consultation Paper 155 (CP 155) which was published by ASIC on 12 April 2011, ASIC released its finalised guidance on prospectus disclosure in the form of Regulatory Guide 228 (RG 228) on 10 November 2011.
Proposed Changes to the ASX Listing Rules - How the Changes Will Affect New Listings and Disclosure for Mining and Oil & Gas Companies
17 November 2011
Author: Jeff Mansfield, Partner and Li-Jean Chew, Senior Associate
Practice area: Corporate, Mergers & Acquisitions
ASX has recently issued two releases that may result in amendments to the ASX Listing Rules: * a proposal to require directors of entities wishing to be listed to be of "good fame and character"; and * a public consultation paper on the Listing Rule reporting requirements applicable to mining and oil & gas companies.
Is recovery by directors of defence costs under D&O policies on the rocks? - Implications of Steigrad v Bridgecorp -
4 November 2011
Author: Jeff Mansfield, Partner and Li-Jean Chew, Senior Associate
Practice area: Corporate, Mergers & Acquisitions
The recent decision of the High Court of New Zealand in Steigrad v Bridgecorp[1] (Bridgecorp decision) has caused a stir amongst directors. It raises concerns over the recoverability by directors under traditional directors and officers insurance policies (D&O policies) for their legal costs in defending a claim against them.
Competition & Consumer Quarterly
17 October 2011
Author: Laura Hartley, Partner (Editor)
Practice area: Corporate, Mergers & Acquisitions
In this edition: * Food Industry Beware - ACCC drawn to misleading and deceptive conduct like a bee to honey * Federal Court decision on search engine marketing: sponsored links may be misleading but advertisers have only themselves to blame * Slimming spray sales representations stopped overseas * Knock, knock. Who's there? - ACCC imposes infringement notices and accepts undertaking from a door-to-door sales company in respect of misleading representations made during in-home presentations * ACCC issues surprising statistics about the first six months of the new mandatory reporting requirements under the product safety provisions of the Australian Consumer Law
Reining in the Chairperson: Voting on the remuneration report resolution
19 August 2011
Author: David P. Selig, Partner
Practice area: Corporate, Mergers & Acquisitions
We have previously reported that as a part of the Federal Government's executive remuneration reform package, new law was introduced to prohibit a company's "key management personnel" from voting undirected proxies on a resolution to adopt a remuneration report if his or her remuneration details are included in that report. This law is now in force and applies to all AGMs held on or after 1 August 2011. The Government, however, is proposing an amendment to clarify that chairpersons will be permitted to vote undirected proxies on remuneration report resolutions where shareholders provide express authorisation for them to vote such undirected proxies. To help companies comply with the current law in the interim period, ASIC has recently published guidance on the different options companies may choose to adopt.
Schemes of Arrangement - How Many Classes of Shareholders Do You Have for Your Scheme Meeting?
9 August 2011
Author: Li-Jean Chew, Senior Associate
Practice area: Corporate, Mergers & Acquisitions
A scheme of arrangement to acquire shares in a company must be approved by the requisite majorities set out in the Corporations Act 2001 (Cth), at a meeting or meetings of the shareholders or "class" of shareholders of the target.
Not buzzing at shadows - Buzzle v Apple and the law of shadow directorship
1 July 2011
Author: Daniel Goldberg, Special Counsel
Practice area: Corporate, Mergers & Acquisitions
In our previous FocusPaper, we reported on a NSW Supreme Court decision which provided further guidance on the law of shadow directorship. The NSW Court of Appeal has now upheld the initial decision, and further articulated some of the principles applicable to determining whether a person is a shadow director of a company.
Conducting Business in Australia
24 June 2011
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.
oOh - ouch! Control Transactions and Option Agreements
23 June 2011
Author: David P. Selig, Partner
Practice area: Corporate, Mergers & Acquisitions
The recent Takeovers Panel decision of oOh!media Group Limited [2011] ATP 9 (oOh!Media) highlights that market disclosure may still be required even where a "relevant interest" does not exist for an entity that takes a call option for listed shares with a third party.
Proposed Changes to the Regulation of Executive Remuneration - Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Bill 2011
12 April 2011
Author: David P. Selig, Partner
Practice area: Corporate, Mergers & Acquisitions
Changes to the regulation of executive remuneration took one step closer to implementation with the introduction in the House of Representative on 23 February, 2011 of the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Bill 2011. Wide sweeping changes to the regulation of executive remuneration are proposed, including: 1. requiring directors to stand for re-election by shareholders if they do not adequately respond to shareholders concerns on remuneration issues over two (2) consecutive years; 2. prohibiting executives from voting on remuneration matters; 3. prohibiting executives from hedging their incentive-based remuneration; and 4. greater scrutiny and transparency for the remuneration consultancy process. For a detailed review of the proposed new regulation of executive remuneration, please refer to our full annotated FocusPaper in the PDF above.
Australia - Direct Selling Companies & Consumer Goods Suppliers - Liability for Content posted by Customers on Social Media - Federal Court - Publication - Contempt - Breach of Undertakings - Penalties - Corrective Advertising
10 March 2011
Author: Jamie Nettleton, Partner
Practice areas: Corporate, Mergers & Acquisitions, Competition, Trade Practices & Regulatory and Marketing & Advertising