Overseas directors of foreign companies preparing for an IPO in Australia must inform themselves of the prospectus requirements and engage in the prospectus preparation process
Companies preparing for an initial public offering (IPO) that have directors who do not understand English or are not familiar with the Australian regulatory requirements for a prospectus should take note of the Court's findings in ASIC v Sino Australia Oil and Gas Limited (in liq) (Sino case).
Unlocking value and managing risk in an exit of a privately held business
Before embarking on a sale of a privately held business, a business owner should understand the strategic and legal considerations involved in the process. Understanding the process can increase the owner’s control and leverage, manage transaction risk and unlock value.
3 things you need to know about how entering into a Shareholders Agreement may affect your rights under the Constitution and other documents
Most companies have a Constitution setting out the rules governing its activities and the rights and obligations of its shareholders and directors. It is not uncommon for shareholders in a closely held or joint venture company to also decide to adopt a Shareholders Agreement to regulate their relationship.
Takeovers Panel applications – A delay in making an application could be fatal
One of the main objectives of the Takeovers Panel is to determine corporate control disputes in a speedy manner. Consistent with this objective, parties considering making an application to the Panel should bear in mind the need to act without delay. There have been instances where a delay in making an application has led to the Panel declining to conduct proceedings.
Termination Benefits Policy: Does Your Company Need One?
A termination benefits policy (TB Policy) is a shareholder approved policy for the payment of certain benefits to managers and executives on their retirement1 from the employ of a company or its related bodies corporate.
Termination Benefits: How a Managing Director Got Stripped of Them
This is the sorry tale of how Howard Renshaw (Mr Renshaw), managing director of Queensland Mining Corporation Limited (QMC), an ASX listed company, fell foul of the termination benefits provisions of the Corporations Act 2001 (Cth) (Corporations Act) (section 200B) and was required to pay all his termination benefits back to QMC.
ASX Proposes Changes to the Listing Rules to Increase the Capital Raising Limit for Small-To-Mid Cap Companies
On 2 April 2012, the Australian Securities Exchange released a consultation paper – Strengthening Australia’s equity capital markets: ASX proposals and consultation. According to ASX, this is the first phase of listing initiatives it is rolling out in 2012 to strengthen Australia’s equity capital markets.
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.
Schemes of Arrangement – How Many Classes of Shareholders Do You Have for Your Scheme Meeting?
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.