Johnson Winter & Slattery is engaged by major businesses, investment funds and government agencies as legal counsel on important transactions and disputes throughout Australia and surrounding regions.
We are continually evolving and adapting our diversity and inclusion programs to better support our people, clients and communities.
Our news and media coverage including major transaction announcements, practitioner appointments and team expansions.
We support a number of community initiatives and not for profit organisations across Australia through pro bono legal work and charitable donations.
Our firm provides a diverse range of opportunities for talented, enthusiastic people to develop brilliant legal careers.
On 21 September the Takeovers Panel issued Guidance Note 22: "Recommendations and Undervalue Statements". This followed consultation on a draft guidance note in April this year, and response statement in September.
The need for guidance was triggered by the Panel's decisions in Origin Energy and Tully Sugar.
In essence, the Panel's guidance is that a statement that says or implies that an offer is undervalued must be based on reasonable grounds, with the reasons for the recommendation clearly disclosed (either at the time of the statement or at least no later than in the target's statement). This should not be seen as controversial, but there have been examples of undervalue statements made without any visible means of support.
The Panel does not expect target directors to put an upper limit on value, or even necessarily state a value, but an undervalue statement does suggest that the directors have made an assessment of the value of the target - and for a scrip bid the value of the bidder.
One interesting point seems to be that the Panel will look at whether a director is acting "in good faith" (paragraph 12(b)), something of a departure of the Panel's focus on the effect of circumstances, and perhaps hints at a suggestion that the Panel will consider compliance with directors' duties. However, the Panel goes on to say that what it means is that unacceptable circumstances may arise if an undervalue statement was made where the director did not honestly and reasonably hold that view. Expressed this way, the proposition is entirely orthodox and does not flag a foray into directors' duties at all.
Be the first to receive the latest articles, news and publications.
On 9 August 2021, the Treasury Laws Amendment (2021 Measures No.1) Bill 2021 finally passed the Senate, with amendments.
On 25 June 2021, Commonwealth Treasury issued an exposure draft of legislation to make permanent reforms to the Corporations Act in relation to electronic execution of documents and online meetings...
Johnson Winter & Slattery has advised the owner of leading Australian video game developer Tantalus Media, on the sale of an 85% interest in Tantalus to Keywords Studios for a total consideration...