Our quarterly update covers recent developments in the governance space, including the Closing Loopholes No.2 amendments to the Fair Work Act, amendments to the foreign bribery laws, the release of...
ASX Listing Rule 3.1 requires a listed company to disclose information that it should know that could impact its share price, whether or not the company actually knows it.
On 7 February 2022, the Federal Court handed down the latest Australian first instance decision on continuous disclosure, this time dealing with production guidance provided by Iluka in 2012 – some...
The Takeovers Panel’s decision in AusNet Services Limited 01 [2021] ATP 9 has drawn comment from a number of quarters. In essence, in AusNet the Panel decided that an eight week exclusivity...
Overall, the new s674A will not materially alter the approach that directors should adopt in seeking to have the company comply with its obligations and discharge the directors’ own duties. It is...
The Myer continuous disclosure class action decision1 is a landmark: the first judgment in a securities class action in Australia, and the first case explicitly accepting “market-based causation...
The Federal Court has approved one of the more novel schemes of arrangement in recent times, where the bidder (already a major shareholder), required that both the target’s Executive Chairman...
The information to be sent to target shareholders seeking their approval of a scheme of arrangement is required to include whether or not each director recommends approval of the scheme; or if a...
Mergers & Acquisitions Review 2013
In this article, we discuss the potential for major shareholders to come together to make a joint bid without having to put their stakes at risk with a condition requiring them to "match or accept...
The High Court will soon rule on two key corporate and securities law decisions. In each case, Acumen has reported on the lower Court decisions...
At the conclusion of the 2010 "AGM Season" we conducted a survey of the business of
In our December 2010 issue of Acumen, we published an article summarising the Exposure Draft - Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Bill 2011 and...
ASIC has issued Consultation Paper 143: Expert reports and independence of experts: Update to RG111 and RG112. In CP143 ASIC proposes changes to its two regulatory guides dealing with content of...
From 28 June 2010, the law relating to the payment of dividends by companies has changed, including the replacement of the traditional "profits test" for determining whether a company can pay a
US COURT IMPOSES LARGEST EVER FINE AND JAILS EXECUTIVES - ACCC, DPP AND AUSTRALIAN COURTS LIKELY TO FOLLOW SUIT On 20 September 2012, a US District Court Judge sentenced AU Optronics (AUO), an
ASIC has had a difficult and ultimately unsuccessful pursuit of Fortescue Metals Group Limited (FMG) and its former Managing Director Andrew Forrest...
ASIC's victory in the Full Federal Court in ASIC v Fortescue1 fell short of being resounding. Two of the judges (Keane CJ and Emmett J) queried whether it was worth ASIC's effort given there was no
The decisions of the New South Wales Court of Appeal in Morley & Others v ASIC [2010] NSWCA 331 (Morley) and James Hardie Industries NV v ASIC [2010] NSWCA 332 (JHINV) are perhaps not as...
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...
The Australian Institute of Company Directors' survey published earlier this month, suggesting that directors' commercial decision making, even their willingness to serve, is diminished by personal...