Allens

20 March 2013

ASX has released the final version of its revised Guidance Note 8, following consultation on the draft released late last year. Although the final version is not hugely different from the initial draft, there are some important changes which have been made following the consultation process. Partner Guy Alexander looks at the key changes that will come into operation on 1 May.

14 March 2013

The High Court of England & Wales recently confirmed that where an employer and employee had signed a compromise agreement to oversee the employees departure, the employer was entitled to withhold a conditional benefit where the employee breached the conditions of the agreement.

13 March 2013

Our global alliance partner Linklaters has published its more recent UK Corporate Update.

12 March 2013

To help busy clients to track current corporate governance developments more easily, our global alliance partner Linklaters has identified the main recent and pending developments affecting UK listed companies.

07 March 2013

Our global alliance partner Linklaters has compiled an updated Directors' Remuneration Report Guide for the 2012-13 reporting season.

06 March 2013

A number of large-scale corporate governance cases have recently been resolved. Partner Richard Harris speaks to BRR Media about the major cases of 2012, and the ones that will shape 2013

14 February 2013

Proposed regulatory changes for executive remuneration was the key topic at Allens' Corporate Counsel Seminar Series this week. Following his presentation as part of the series, Executive Partner Paul Quinn spoke to BRR Media about the changes to executive remuneration and the effects of the 'clawback' and 'two-strikes' provisions

18 December 2012

Recently, the Federal Government released an exposure draft of proposed amendments to the Corporations Act covering the clawback of executive remuneration, disclosures in remuneration reports and other matters, including amending the dividend test. Partner Paul Quinn reports.

28 November 2012

The European Commission has announced its proposals for improving gender balance in Europe's board rooms, with a target of 40 per cent of non-executives by 2020.

20 November 2012

Legislation to establish a national regulator to oversee not-for-profit entities in Australia has been passed by both Houses of Parliament. Special Counsel Glenys Hodges reports on the new regulator, and provides an update on the progress of other aspects of the Commonwealth Government's not-for-profit reform agenda.

18 October 2012

The Australian Securities Exchange has released for consultation its long-awaited proposed rewrite of Guidance Note 8, its guidance on continuous disclosure obligations of listed entities. Partner Guy Alexander and Senior Associate Robert Speed provide an overview of the key issues.

03 October 2012

In a decision handed down yesterday, the High Court unanimously held that Fortescue Metals Group Ltd's announcements to the ASX and media in 2004 stating it had reached 'binding agreements' with Chinese State-owned entities to build infrastructure in the Pilbara were not misleading despite the 'agreements' being substantially incomplete and not being legally enforceable in Australia. Partners Richard Harris, Jeremy Low, Senior Associate Andrew Byrne and Lawyer Alice Dillon comment on the decision and its implications for listed companies and directors.

06 August 2012

Earlier this year, we asked our clients to complete a survey on the relevance of the annual general meeting (AGM) in its current form.

28 June 2012

Ahead of the 2012 AGM season, the Federal Government has fast-tracked amending legislation to enable, in certain circumstances, the chair of a listed company's AGM to vote undirected proxies on the adoption of the company's remuneration report. Partner Andrew Knox and Senior Associate Alexandra Rayner provide an update

18 April 2012

The latest development in the Commonwealth Financial Accountability Review, the release of the discussion paper entitled Is Less More? - Towards Better Commonwealth Performance, canvasses a range of proposals that could have far-reaching consequences for the governance of Commonwealth bodies and those who deal with them. Partner Ian McGill and Senior Associate Simon Lewis report

02 March 2012

The Australian Securities and Investments Commission has released the results of its review of remuneration reports for the last financial year. Partner Vijay Cugati and Senior Associate Kate Towey outline ASIC's views and discuss the key issues that companies that have received a first strike need to consider in anticipation of the 2012 annual general meeting

22 December 2011

To promote the proper disclosure of financial information that is not prepared according to accounting standards, and to assist directors and others not to mislead investors and other users of financial information, the Australian Securities and Investments Commission has issued guidance on its use and presentation. Partner Robert Pick and Senior Associate Jonathan Teo report on the impact of this on financial reporting

12 December 2011

Company boards have been reviewing and renewing processes in the wake of the Centro decision. Chairman Ewen Crouch spoke to Boardroom Radio about the way directors are dealing with their duties in the current climate

15 November 2011

The Federal Government has released an updated version of the Governance Arrangements for Commonwealth Government Business Enterprises that better reflect contemporary developments in corporate governance policy in the oversight of Government Business Enterprises. Partner Ian McGill, Senior Associate Simon Lewis and Lawyer Maryann Muggleston consider the Government's new approach

11 October 2011

The Australian Securities Exchange has released a Consultation and Issues Paper that proposes reforms to the disclosure rules for energy and resources companies. Partners Scott Langford and Igor Bogdanich spoke to Boardroom Radio about the possible ramifications for mining and oil and gas companies if the proposals are adopted

28 September 2011

Amending legislation that has been introduced to resolve an anomaly that generally prevents the Chairman of a listed company's AGM from voting undirected proxies on the adoption of the company's remuneration report may not be implemented before the end of the current reporting season. Law Graduate Bridget Little and Partner Greg Bosmans provide an update

28 July 2011

The Federal Department of Treasury has recommended the establishment of a national regulator to oversee all not-for-profit entities, which are currently subject to an array of complex regulatory burdens imposed by the overlap of federal, state and territory government legislation in this area. Partner Greg Bosmans, Lawyer Robert Merriam and Vacation Clerk Krista McMeeken report

08 July 2011

The recent arrests of former executives of Securency on foreign bribery charges on 1 July 2011, coinciding with the commencement of the tough new UK Bribery Act, have implications for Australian companies and their management. Partner Matthew Skinner and Senior Associate Tim Robinson report

29 June 2011

New legislation introducing a 'two-strikes' rule and making substantial changes to procedures associated with executive remuneration, board limits and determination of proxy votes has come into force. Partner Robert Pick, Senior Associate Kate Towey and Lawyer Sean Cole look at the key issues in-house counsel need to be aware of when advising boards and senior management of the changes

29 June 2011

This week's Federal Court decision in relation to ASIC's case against Centro's directors demonstrates how demanding a director's duties in approving financial statements are. In order to meet those demands, Boards may seek to change the ways in which financial information is presented to them and how they review it. Partners Matthew McLennan, John Morgan and Jeremy Low and Senior Associate Simon Lewis report

21 April 2011

The Australian Securities & Investments Commission has released an updated regulatory guide on governance and disclosure obligations with respect to related party transactions. Partner Jeremy Low and Lawyer Sean Cole take a look at what this means for public companies and responsible entities who are determining whether to seek member approval for related party transactions, and the impact the guidance will have on market practice for the disclosure of related party arrangements in disclosure documents

18 April 2011

The UK Bribery Act, which introduces sweeping reforms to laws against foreign bribery, with implications for Australian companies that operate in the UK, will now come into effect on 1 July 2011, and guidelines on what will constitute 'adequate procedures' to prevent bribery have been released. Partner Matthew Skinner and Senior Associate Tim Robinson report.

06 April 2011

Recently, the United Nations Special Representative for business and human rights released the final text of the Guiding Principles for Business and Human Rights. Senior Associate Rachel Nicolson and Lawyer Jess O'Brien look at the Principles and their implications for business

25 February 2011

The Full Federal Court recently handed down its appeal decision overturning the trial judge, and finding that Fortescue Metals Group misled the market and failed to comply with its continuous disclosure obligations in connection with announcements to the ASX and the media in 2004. Partner Richard Harris, Senior Associate Andrew Byrne and Lawyer Rima Hor comment on the implications for listed companies and their directors and officers

08 December 2010

Recent legislation gives the Australian Securities and Investments Commission broad new search powers, enables the Australian Federal Police to intercept communications when investigating suspected insider trading and market manipulation, and provides for substantially increased penalties for market manipulation offences. Partner Matthew McLennan, Lawyer Tom Randall and Law Graduate Sikeli Ratu report

04 November 2010

The Australian Securities Exchange will amend the Listing Rules so that all ASX-listed entities will be required to make public their securities trading policy for their key management personnel. Partner Warwick Painter and Senior Associate Matt Ireland report on the mandatory requirements of the new Listing Rules, and highlight some potential issues for listed entities to consider ahead of the effective date of 1 January 2011

06 October 2010

A recent Federal Court decision throws further light on the increasingly vexed question of whether in-house lawyers are sufficiently 'independent' from their employer to satisfy the requirements of legal professional privilege. Importantly, the decision adds support to the proposition that the decision in Rich v Harrington may have overstated the degree of independence necessary. Partner Richard Harris and Senior Associate Stephanie Wee consider the implications of the decision

15 September 2010

A recent European Court of Justice decision1 has found that legal professional privilege does not apply to communications between a company and its in-house lawyers because in-house lawyers lack the necessary degree of independence. Partners Richard Harris and Paul Nicols and Law Graduate Thomas Prince report

03 September 2010

The role of supervising financial markets has been transferred from ASX Limited to the Australian Securities and Investments Commission and, as a result, ASX Limited has undertaken a re-branding of the operating rules and various entities associated with it. Partner Warwick Painter, Lawyer Jonathan Lee and Law Graduate Rola Lin report

21 June 2010

The Federal Government recently announced changes to the law relating to the payment of dividends by Australian companies. The changes represent a fundamental modification of the rules on the payment of dividends, and indirectly the capital maintenance provisions of the Corporations Act 2001 (Cth). Partner Guy Alexander, Senior Associate Robert Speed and Lawyer Jonathan Lee report on the corporate law aspects, while Partner Larry Magid and Senior Associate Rory O'Brien report on the tax issues

25 May 2010

The Corporations and Markets Advisory Committee has released the findings of its review into whether clearer guidance was needed for company directors to help them understand their role and responsibilities. Partner Cameron Price speaks to Boardroom Radio about some of the findings and recommendations identified in the report

30 April 2010

The Federal Government has released its response to the Productivity Commission's inquiry into executive remuneration in Australia. Partner Paul Quinn reports

20 January 2010

In the midst of the traditional new year holiday period, the Federal Government released the Productivity Commission's final report on executive remuneration in Australia. Allens Executive Partner Paul Quinn and Lawyer Ben Ferguson summarise the findings of the Productivity Commission and analyse its recommendations on the reporting of executive remuneration

14 January 2010

A major United Kingdom Parliamentary Committee report on business and human rights in the UK recommends that the UK Government develop a clear set of standards that UK businesses would be expected to meet in order to comply with their responsibility to respect human rights. Partner Annette Hughes, Senior Associate Rachel Nicolson and Lawyer Catie Shavin look at the report, which also calls on the UK to provide leadership on international business and human rights issues

11 December 2009

The US Securities and Exchange Commission has just released new guidance on shareholder proposals that relate to ordinary business matters but also focus on significant social policy issues. This guidance indicates that it will no longer be possible to exclude such proposals on the basis that they require a company to engage in an assessment of the risks and liabilities that it may face as a result of its operations. Partner Annette Hughes, Senior Associate Rachel Nicolson and Lawyer Catie Shavin review the guidance, which has been issued in time for the 2010 proxy season

25 November 2009

Guidance to help directors understand and comply with their duty to prevent insolvent trading is contained in a new Australian Securities and Investments Commission consultation paper released yesterday. Partner Michael Quinlan and Lawyer Catherine Zahra report.

20 November 2009

The role of directors and management is becomingly increasingly blurred. Allens Chairman and Partner Ewen Crouch speaks to Boardroom Radio about the role a board should play in helping a company succeed

30 September 2009

The Productivity Commission has today released its discussion draft report into executive remuneration in Australia. Partner and Head of the Corporate department Paul Quinn speaks to Boardroom Radio about the draft report and considers its implications for executive remuneration practices in Australia

29 June 2009

The Federal Government has reintroduced the Corporations Amendment (Improving Accountability on Termination Payments) Bill 2009 following a process of public consultation in response to widespread opposition to the Bill in its original form. Partner Peter Arthur looks at the key points of the legislation.

02 June 2009

Last week, the Australian Prudential Regulation Authority released proposed extensions of its prudential standards to cover remuneration, and a draft prudential practice guide on remuneration policies for financial institutions. Allens Executive Partner Paul Quinn looks at the new guidelines

11 May 2009

The Federal Government has released a draft of new laws regulating executive termination payments for public consultation. The Corporations Amendment (Improving Accountability on Termination Payments) Bill 2009 places strict caps on termination or 'golden handshake' payments to directors and executives, and clarifies the types of payments that will form part of a termination benefit. Executive Partner Paul Quinn and Senior Associate Lisa Keohane report

07 May 2009

The Corporate Law Minister Nick Sherry released legislation regarding excessive executive termination payments. Partner Paul Quinn speaks to Boardroom Radio about the major elements of the legislation

09 April 2009

Amid the global recession and significant negative public sentiment against excessive executive remuneration practices, the Federal Government has mandated the Productivity Commission to examine Australia's framework for executive remuneration, including the tax treatment of equity based remuneration. In addition, the Government has proposed reforms to significantly broaden the circumstances in which shareholder approval of executive termination payments is required. Partner Sarah Bernhardt and Senior Associate Gaibrielle Germanos examine the taxation aspects of the reform proposals

19 March 2009

In our recent Focus: Executive remuneration - to regulate or not to regulate?, we reported on developments in the regulation of executive remuneration in Australia and around the world. The Federal Government yesterday made two key announcements which seek to clarify some of the questions that have been raised about their approach to this area. Executive Partner Paul Quinn and Lawyer Ben Ferguson report

18 March 2009

Consistent with the Singapore Government's commitment to the evolution of a corporate regulatory framework responsive to market innovation and developments in other jurisdictions, the Ministry of Finance has convened a steering committee to review the Companies Act. Senior Associates, Ian Stewart and Krista Bowie, provide a brief overview of some of the key areas targeted for review and, possibly, amendment in the coming months