Insights

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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Executive remuneration Exposure Draft Bill and Discussion Paper

On 20 December 2010, the Parliamentary Secretary to the Treasurer released an Exposure Draft Bill dealing primarily with remuneration, along with a discussion paper on a proposal to clawback...

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Greater transparency in the ACCC's merger review process

The ACCC has recently refined its merger review practice to increase the transparency of the informal review process. ACCC staff will now provide merger parties with detailed guidance, in writing...

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Panel case on deal protection - Ross Human Directions

The decision in Ross Human Directions [2010] ATP 8 is not a "game changer" when it comes to deal protection in M&A transactions, but it does provide some fairly clear guidance to advisers

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Parliamentary secretary flags reforms to executive remuneration

In a speech to the Australasian Investor Relations Association Conference on 26 November 2010, Parliamentary Secretary to the Treasurer, David Bradbury indicated that he proposed "in the coming...

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Pre-emptive rights and notices

JWS's drafting of pre-emptive rights provisions was tested in a recent NSW Supreme Court decision - APT SEA Gas Holdings Pty Ltd v ANP SEA Gas Holdings Pty Ltd and Anor [2010] NSWSC 1221 and on

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Proposed amendments to UK Takeover Code - December 2010

The UK Takeover Panel has recently issued a response statement in relation to consultation on proposed amendments to the UK Takeover...

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Related Party Transactions

ASIC has issued Consultation Paper 142: Related Party Transactions, foreshadowing revisions to Regulatory Guide 76. ASIC has conducted a review of public company related party transactions, and...

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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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Taxation determinations on private equity investments

The Australian Taxation Office (ATO) issued on 1 December 2010 2 final Taxation Determinations (TD2010/20 and TD2010/21) and 2 draft Taxation Determinations (TD2010/D7 and TD2010/D8) concerning the...

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When the ATO attacks corporate transactions - some recent Part IVA cases

A number of Federal Court and the Full Federal Court (FFC) decisions were handed down in 2010 which deal with the application of the general anti avoidance provision in Part IVA of the Income Tax...

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ACCC power to prosecute anti-competitive price signalling

On 12 December 2010, the Government announced that it will introduce legislative reforms to promote a competitive and sustainable banking system in Australia. As part of the reform package, the...

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Corporations (Sons of Gwalia) Bill 2010

The Corporations (Sons of Gwalia) Bill was passed by Parliament on 26 November 2010, an awaits Royal assent. The Bill will reverse the effect of the Sons of Gwalia Case by subordinating the claims...

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Corporations Amendment (No. 1) Act 2010

The Corporations Amendment (No. 1) Act received the Royal assent on 24 November 2010, and is awaiting...

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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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Do you supply goods on a retention of title basis? The PPSA Act is coming!

Today, as a 'retention of title' (ROT) supplier of goods you can rely upon your ownership of the goods as adequate protection against the insolvency of your customer. However, once the Personal...

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Octaviar: Welcome return to normality

On 1 September 2010 the High Court of Australia handed down its much anticipated decision in the case of Public Trustee of Queensland v Fortress Credit Corp (Aust) 11 Pty Ltd (Octaviar). In a joint...

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The Corporate Adviser - October 2010

Following the conclusion of the 2010 reporting season for many, and as the practical implications from the amendments to termination benefits laws, ASX Listing Rules and Corporate Governance...

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Legal professional privilege for in-house counsel

On 1 September 2010, the Federal Court of Australia (Katzmann J) handed down a decision in Dye v Commonwealth Securities Limited (No 5) [2010] FCA 950 (Dye). The Court in Dye reviewed the decision...

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Security for Payment Act 2009 (SA)

South Australia...s building and construction industry will join the rest of Australia when its new Building and Construction Industry Security of Payment Act 2009 (SA) (the Act) comes into...

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Commercial Arbitration Act 2010 (NSW)

The Commercial Arbitration Act 2010 (the Act) received the assent of the New South Wales (NSW) Parliament on 28 June 2010, after the Standing Committee of Attorneys General agreed to update the...

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Indirect tax sharing agreements

On 28 June 2010 Tax Laws Amendment (2010 GST Administration Measures No. 2) Act 2010 (Cth) (the Act) was given Royal Assent. The Act establishes the legislative framework for entities which are...

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Australia's tax information and exchange agreement

Australia, together with other members of the Organisation for Economic Co-operation and Development (OECD), has entered into Tax Information and Exchange Agreements (TIEAs) with a number of...

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New Australia - NZ double tax agreement

The International Tax Agreements Act (No. 1) 2010 (Cth) has enacted into Australian domestic law Australia...s new Double Tax Agreement with New Zealand (DTA). This article highlights some of the...

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