Conducting Business in Australia
Despite its relatively small population of around 23 million, 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 a leading financial centre in the Asia-Pacific region.
M&A Purchase Price Calculations – the Locked Box Mechanism
A ‘locked box’ is an alternative approach to preparing completion accounts, in the context of calculating the purchase price for private M&A transactions. Locked mechanisms will likely become more common as M&A activity picks up in favour of sellers, so it is thus timely to look at their advantages and the factors to consider when employing them.
‘Trapped Leavers’ - The Risk of Having to Buy Back the Equity of Sacked Managers
Terminated managers normally pack up their desks. Now, they may also be able to cash in their chips. In a recent case two sacked managers of a private company obtained orders that forced the majority shareholder to buy back their equity at fair value. Private Equity firms should consider the significance of this decision when putting in place a management equity package.
Launching a Takeover Bid? A Pre-Bid Strategy Will Help It Get Lift Off
For a bidder launching a takeover or scheme of arrangement, a pre-bid strategy can give them a better chance of achieving lift off. This paper summarises our analysis of takeover and scheme data for the past decade, and it is hard to ignore the correlation between pre-bid strategies and success rates. We then identify different strategies that bidders should consider, from the most common to the less well known, and we also present a hybrid strategy of our own.
When is a Director Not a Director? Primacy of the Company Constitution
* Directors must be appointed in strict accordance with the company constitution — reliance on saving provisions of Corporations Act not a safe bet; * One who acts as a director, and whom everyone fully believes to be a director, is not necessarily a director; *Executive escapes personal liability for breach of OHS responsibilities by good luck rather than company’s good management
Pros and cons of conventional versus back door listing on ASX
* A Back door listing is often the only way to achieve a listing if, for example, a listed entity seeks to merge with a non-listed entity or where a cashed up listed company acquires a new business; * Back door listing requires shareholder approval and greater lead times than conventional listing if readmission is required; * In assessing whether an existing listed entity is an appropriate listing vehicle for a back door listing, the promoters of the non-listed entity should also carefully consider the history of the entity
Laying Your Cards on the Table – Equity Derivative Positions in Australia Exposed by Crown and Echo Entertainment - Do You Need to Disclose Your Equity Derivative Holdings?
The issue of disclosure to the market of interests held through equity derivatives has been brought to the fore by the attention that the media has given to James Packer-backed Crown’s recent equity derivative holdings in Echo.
Continuous Disclosure - What obligations do Directors have?
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) (Corporations Act).
ASIC Finalises Guidance on Prospectus Disclosure - Regulatory Guide 228
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
ASX has recently issued two releases that may result in amendments to the ASX Listing Rules:
Is recovery by directors of defence costs under D&O policies on the rocks? - Implications of Steigrad v Bridgecorp
The recent decision of the High Court of New Zealand in Steigrad v Bridgecorp1. (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.