Insights

Myer class action: another good news, bad news story?

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...

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Dealings between major shareholders in a scheme of arrangement – without needing joint bid relief

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...

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When should a director refrain from recommending a scheme?

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...

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Mergers & Acquisitions Review 2013

Mergers & Acquisitions Review 2013

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Joint bids without a 'match or accept' condition

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...

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Watch this space: James Hardie and FMG in the High Court

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...

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ASIC CP 143 - Experts reports and independence of experts

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...

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Paying the price for price fixing

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

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The Fortescue Decision in the High Court

ASIC has had a difficult and ultimately unsuccessful pursuit of Fortescue Metals Group Limited (FMG) and its former Managing Director Andrew Forrest...

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The Fortescue decision in the Full Federal Court

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

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2010 JWS AGM season survey results

At the conclusion of the 2010 "AGM Season" we conducted a survey of the business of

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Corporations Amendment Submission

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...

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Insights from the James Hardie appeals

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...

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Takeovers Panel issues guidance on 'recommendations and undervalue statements'

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...

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Directors and the expectation gap

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...

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New Dividend Payment Rules

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

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