Allens

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The English Court of Appeal has provided clarity on the operation under English law of some clauses in the ISDA Master Agreement, including a key protection for Non-defaulting Parties - the flawed asset provision under Section 2(a)(iii). Partners Diccon Loxton and Tom Highnam and Senior Associate Caleb Chua report

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Recent amendments to the Corporations Regulations and guidance from the Australian Securities and Investments Commission establish the financial services licensing regime that will apply to carbon permits and derivatives over them from the commencement of the carbon pricing scheme. Partner Grant Anderson and Senior Associates Penelope Barclay and Simon Lewis report

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In the fourth of a series of audio updates on issues surrounding major projects in 2012, Partner Ren Niemann talks to BRR Media about trends in procurement of infrastructure in the resources sector

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Partners Charles Armitage and Martin Fry talk to BRR Media about the proposed new tax loss rules for major projects and the lessons learned from projects that have run into financial difficulty

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A significant High Court judgment has provided clear guidance on the limitations imposed under New South Wales farm debt mediation legislation on lenders enforcing security over farms. Partner Andrew Boxall and Lawyer Marian Pond report

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In the second of our series of audio updates on issues surrounding major projects in 2012, Partners Anthony Patten and Rob Watt talk to BRR Media about the outlook for oil and gas projects

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In the first of a series on the outlook for major projects in 2012, Partner Anthony Arrow spoke to BRR Media on the growing demand for Public Private Partnerships over the past year and whether this trend will continue

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The Federal Government has announced that it will be introducing changes to the general anti-avoidance rule. Partner Larry Magid spoke to BRR Media about the reasons behind the move and how the changes may impact on Australian businesses

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New opportunities to establish or invest in a business in China may be opened up following the Chinese Government's release of its amended Foreign Investment Industrial Guidance Catalogue. The new Catalogue took effect on 30 January 2012 and presents an interesting picture of China's economic focus for the next several years. Special Counsel Ross Keene, Senior Associate Adrian Fisher and PRC Consultant Crystal Zhang report

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Personal property securities reform has passed into law in PNG but will not come into force until a security interest registry is established. Partners Steve Pemberton and Vaughan Mills look at the implications of the new law for doing business in PNG

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A new Civil Code that will significantly change Cambodia's legal framework for a wide range of civil and commercial matters has recently come into force. Partner Marae Ciantar and Lawyer Anne Beresford report.

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The Chinese Government has made further moves towards the internationalisation of its currency with the release of a number of regulations regarding the use of the RMB both in investments made by Chinese companies overseas and, significantly, investments made by overseas companies into the PRC. Special Counsel Ross Keene, Senior Associates Adrian Fisher and Maggie Ma and PRC Consultant Michelle Ding report

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The Federal Government has released a discussion paper that outlines proposals to reform the Australian retail corporate bond market. Partners Stuart McCulloch and David Clifford spoke to Boardroom Radio about some of the proposals and what their implementation may mean for the market

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In the important class action brought against the ANZ Bank on the issue of various fees, the Federal Court has looked at the principles of penalties generally. Partners Diccon Loxton, John Gallimore, Phillip Cornwell and Lawyer Rob Clark look at the decision, where the court found that to be a penalty, a clause must sanction a breach of an obligation under an agreement

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The Personal Property Securities Act 2009 (Cth) is on track for commencement in October this year. In the first of a series, Senior Associate Andrew Edington speaks to Boardroom Radio on the legislation, how it affects a wide range of services and businesses, and the risks to organisations that fail to protect their security interests

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A recent case in the NSW Court of Appeal gives some important clarification on aspects of a mortgagee's obligation following the exercise of a power of sale. Partner John Gallimore and Lawyer Jacinta Dyer report on how the court dealt with the issue of contested surplus funds

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The Federal Government today released its exposure draft legislation relating to the issue by authorised deposit-taking institutions of covered bonds. Partners Matthew Allchurch and David Clifford outline the proposed legislative regime and comment on its implications

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A recent English High Court decision introduces conditions on relying on flawed asset clauses, particularly with respect to the ISDA Master Agreement. Partner Tom Highnam and Summer Clerk Elise Ho report

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A recent English decision is a useful case study (and cautionary tale) for lenders in LBOs and syndicated loans generally. Partner Diccon Loxton and Lawyer Michael Wells look at a case that highlights what can occur when an affiliate of a private equity sponsor purchases the majority of debt in a facility. With distressed debt now regularly traded, it also raises the distinct possibility of majority decisions being reversed and changed as a syndicate changes

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In a judgment that will be welcomed by securitisers, syndicated lenders and other buyers and sellers of financial assets, the full bench of the Federal Court has handed down its decision in the Goodridge appeal. In this article, Partner Matthew Allchurch examines the appeal judgment and its ramifications

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An exposure draft of legislation to introduce a new civil prohibition regarding the exchange of sensitive information between competitors has been released by the Federal Government. Partner David Brewster spoke to Boardroom Radio about the implications of the new legislation

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The far-reaching Personal Property Securities Act 2009 (Cth) is due to come into force in May 2011 and businesses operating in the manufacturing and retail sectors will be affected. It covers a wide range of transactions, not just security interests. It is not just limited to consumer transactions, and significantly alters aspects of commercial law and contracts law. Partner Diccon Loxton reports on how the changes will affect the manufacturing and retail industries

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This morning, the High Court unanimously rejected the appeal from the decision of the Queensland Court of Appeal and thus quashed the first instance decision in Octaviar which had thrown long-accepted practices into doubt. On a first reading, affected parties can now relax. Partners Diccon Loxton and Andrew Boxall and Lawyer Michael Wells report

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The far-reaching personal property securities reform is due to come into force in May 2011 and companies with significant intellectual property assets will be affected by the sweeping changes the new legislation will bring to Australia's commercial law. Partners Diccon Loxton and Tim Golder, Special Counsel Rebecca Sadleir and Senior Associate Robyn Chatwood report on how the changes will affect IP owners

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The Personal Property Securities Act 2009 (Cth) will commence in May 2011. It covers a wide range of transactions, not just security interests. It is not limited to consumer transactions, and significantly alters aspects of commercial law and contracts law. It makes fundamental changes to the way in which securities are taken and enforced over most forms of property other than land. Significantly for those in the construction industry, the legislation will affect retention of title clauses and rights over temporary works and a contractor's equipment. Partners Leighton O'Brien, Steve Pemberton and Diccon Loxton and Lawyer Merav Bloch report

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The far-reaching Personal Property Securities Act 2009 (Cth) is due to come into force in May 2011 and businesses operating in the mining and petroleum sectors will be affected. It covers a wide range of transactions, not just security interests. It is not limited to consumer transactions, and significantly alters aspects of commercial law and contracts law. Partners David Maloney and Diccon Loxton report on how the changes will affect the mining and petroleum industries

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The far-reaching Personal Property Securities Act 2009 (Cth) is due to come into force in May 2011 and companies operating in the communications, media or technology sectors will be affected by the sweeping changes the new legislation will bring to Australia's commercial law. Partners Ian McGill and Diccon Loxton and Lawyer Valeska Bloch report on how the changes will affect those sectors

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The first covered bond in Australasia was launched in New Zealand this month. Partner Tom Highnam and Senior Associate Paul Cerch speak to Boardroom Radio about what this means for the Australian covered bonds market

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Existing regulations require Indonesian insurance companies and banks meet new minimum equity capital requirements by the end of 2010. As the deadline approaches, Partners David Holme (Jakarta) and Robert Clarke (Singapore) and Lawyer Brooke Nicholls revisit the requirements, and examine the consequences for businesses that fail to comply and the opportunities that will arise from the expected consolidation and capital raising

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Queensland Premier Anna Bligh yesterday announced significant changes to Queensland's infrastructure and development planning frameworks, in response to projected population growth figures. Partners Ren Niemann and Bill McCredie and Senior Associate Nicholas Ng look at what is proposed

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The Australian Securities and Investments Commission has announced a range of regulatory reforms designed to re-invigorate the retail corporate bond market in Australia and to increase the ease and efficiency with which ASX-listed issuers are able to issue corporate bonds to retail investors. Partners Robert Pick and Tom Story outline the changes and consider their likely impact

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Partners Stuart McCulloch and David Clifford talk to Boardroom Radio about the Australian Securities and Investments Commission reforms announced this week to help promote the issue of vanilla corporate bonds to retail investors

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The United States Congress is currently considering legislation that will require extractives companies to report on the payments they make to foreign governments in the countries in which they operate. This development comes in the context of increasing international pressures for greater transparency and accountability in revenue flows to government received from the extractive industries. Partner Annette Hughes, Senior Associate Rachel Nicolson and Lawyer Dora Banyasz report

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The Hong Kong Financial Services and Treasury Bureau last year launched a public consultation on the review of the Trustee Ordinance. Partner Matthew Barnard and Lawyer Angeline Wong examine the implications of the consultation's conclusions for the review's proposals, and report on the changes to be made to the Trustee Ordinance.

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The Trade Practices Amendment (Australian Consumer Law) Bill 2009 was passed by both Houses of Parliament last week. The Bill, which is the first phase of the Australian Consumer Law, introduces an unfair contracts regime and additional enforcement remedies. The regime will commence on 1 July 2010 if it receives royal assent by that date; otherwise it will commence on a date to be fixed by proclamation or six months from royal assent. Partner Jacqueline Downes and Senior Associate Caterina Cavallaro report

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The Octaviar saga continues, with the High Court agreeing last week to hear the appeal against the Queensland Court of Appeal decision last year to overturn the original decision. Partner Diccon Loxton speaks to Boardroom Radio about the potential impact of the new personal property securities legislation on both the relevance of the Octaviar decision and the law surrounding company charges

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The Foreign Acquisitions and Takeovers Act 1975 (Cth) has been amended so that transactions that result in foreign investors gaining, whether now or in the future, influence or control over an Australian company are now subject to Australia's foreign investment rules. In addition, there have been several other developments in foreign investment regulation, as Partners Alex Ding and Phillip Cornwell and Lawyer Tim Cardiff report

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The Federal Government has today proposed a reversal of the Sons of Gwalia decision. Partner Diccon Loxton speaks to Boardroom Radio about what the Federal Government needs to do to reverse the decision and what effect such a move will have on insolvency laws in Australia

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The long-established common law 'indoor management rule' protects outsiders in their dealings with companies and allows them to assume that a company's internal management requirements have been complied with. A recent Hong Kong Court of Final Appeal decision has examined the circumstances in which a lender would be put on notice of possible internal procedural irregularities in the borrower's approval process, thereby limiting the lender's ability to rely on the indoor management rule. Partner Matthew Barnard and Senior Associate Justin Chin report

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Partner Susan Burns and Lawyer David Marcus consider how the proposed Australian Consumer Law will affect managed fund products.

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On 16 November 2009, the Australian Industrial Relations Commission varied the Clerks - Private Sector Award 2010 and the Banking, Finance and Insurance Award 2010 by removing the exemption provision from each Award, and replacing it with an annualised salary clause. Senior Associate Veronica Siow and Law Graduate Sarah Hampton report.

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Personal property securities legislation is now a step closer to being passed by Federal Parliament. It's time for organisations to start to get ready. Allens Partner Diccon Loxton speaks to Boardroom Radio on how this legislation will affect a wide spectrum of transactions and businesses, and why organisations need to start thinking now about how they will need to change their policies, systems, documentation and training

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The cases considered below are a reminder of the risk that payments secured under a letter of credit may be set aside as an unfair preference in certain circumstances. Direct pay letters of credit have been used to mitigate this risk but recent case law suggests that payments under these may be open to attack. Partner Phillip Cornwell and Lawyer Maya Greenberg report.

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The Australian Government has released the first stage of its response to the Australian Law Reform Commission's report on privacy law. Partner Catherine Parr, Special Counsel Karin Clark and Lawyer Nicholas Tobias report on the credit reporting implications of the proposed reforms

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The Federal Government has tabled in the Senate material changes to the regulation of unfair contract terms in consumer contracts. Partner Catherine Parr reports

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In a recent case, the High Court of Australia examined the subrogation rights of guarantors, and applied them to the disadvantage of mortgagees. In this Focus, Partner Diccon Loxton analyses the principles in the case. In a separate Focus, he will look at the drafting of guarantees in the light of the decision

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Partner Diccon Loxton looks at the drafting of guarantees in the light of the recent High Court decision concerning guarantors' subrogation rights

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Partner Phillip Cornwell delivered a speech to the AMPLA 33rd Annual Conference on the role of mezzanine finance for projects

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In Australia and other jurisdictions, the 'flawed asset' aspect of the ISDA Master Agreement is a powerful weapon in the hands of parties dealing with insolvent counterparties. However, the recent US case of Lehman Brothers and Metavante has weakened it in the US context. Partners Diccon Loxton and Tom Highnam and graduate trainee Tom Gibson analyse the decision and its likely effects on existing swap agreements