Allens

Corporate Governance
and Head Office Advisory

Our experienced Head Office & Governance team regularly publishes articles and updates - the full list of publications appears below. If you'd like to be notified when we add new Corporate Governance and Head Office Advisory publications to the site, please go to our subscription page to sign up for email alerts or, alternatively, you can subscribe to our RSS feed.

Read about our track record in Corporate Governance and Head Office Advisory.

Corporate governance and head office advisory Publications

  • Focus: Back to a future for employee share scheme options

    17 October 2014

    Dust off your old employee option plans, as options look set to make a comeback. In consultations with Treasury earlier this year, we were informed that the Federal Government was considering introducing a special tax regime for 'start-ups' but that there was limited appetite to reverse any of the 2009 tax changes that largely resulted in the death of options for Australian employees. So, it was to our pleasant surprise that, on 14 October 2014, the Government announced that, from 1 July 2015, Australia will be moving back to the global norm of employee options granted by all companies generally being taxed on exercise. Special concessions for start-up companies are also proposed. Partner Sarah Bernhardt and Senior Associate Shaun Cartoon, members of Allens' Head Office & Governance team, report.

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  • Focus: New opportunities for charities as 'directness' requirement ruled out

    4 September 2014

    The Federal Court has recently ruled that there is no requirement for a public benevolent institution to provide direct relief to people in need. Its interpretation of the expression 'public benevolent institution' theoretically has the potential to expand eligibility well beyond traditionally accepted boundaries. At an immediate and practical level, the decision raises the question of how far regulators will accept that the boundaries of indirect provision of relief can be stretched. Special Counsel Glenys Hodges and Associate Scott Lang report on the implications of this significant development in the law of charities.

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  • Unravelled: ASIC's enforcement decisions - is litigation the most effective deterrent?

    2 September 2014

    We have previously reported on ASIC's submission to the Financial System Inquiry (FSI), and in particular, its assertion that it needs a broader range of more onerous financial penalties in order to punish and deter corporate wrongdoing. ASIC made similar submissions to the recent inquiry by the Senate Economics References Committee into its performance. The Senate Committee's Report, released on 26 June 2014, does recommend that the penalties currently available to ASIC should be reviewed. However, the report is also highly critical of ASIC's enforcement record, and particularly its reliance on enforceable undertakings. This criticism appears to be founded, at least in part, on the Committee's view that litigation, not out-of-court settlement, is a more effective means of deterrence.

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  • Directors' duties and the interests of 'APRA beneficiaries'

    2 September 2014

    The interim report of the Financial System Inquiry (FSI) asks whether directors in different parts of the financial system should have different duties.

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  • Focus: Shareholder activism in Australia

    24 July 2014

    The past few years have seen a dramatic rise in shareholder activism across Europe and the US. This trend is now becoming increasingly common in Australia. Following an unsuccessful attempt to gain control of the board of ASX-listed Antares Energy Limited by a US-based hedge fund, Partner Tim Lester, together with Litigation Partner Kim Reid, Managing Associate Matt Ireland and Senior Associate Stacey Hahn discuss the lessons learnt and those things directors of listed companies should be doing to prepare for an approach from activist shareholders.

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  • Audio: Shareholder activism on the rise

    24 July 2014

    The past few years have seen a dramatic rise in shareholder activism across Europe and the US, with the trend now becoming increasingly common in Australia. Partner Tim Lester and Managing Associate Matthew Ireland spoke to BRR Media on what directors of listed companies should be doing to prepare for an approach from activist shareholders.

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  • Unravelled: Increasing ASIC's enforcement powers

    8 July 2014

    In its submission to the Financial System Inquiry, the Australian Securities and Investment Commission has again raised the issue of the penalties that are available to it to punish and deter corporate wrongdoing. ASIC's submission recommends that a 'holistic review' be conducted into the availability and adequacy of penalties available under ASIC-administered legislation.

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  • Focus: ASIC on confidential information and briefings

    3 June 2014

    ASIC recently issued a report on the handling of confidential information by listed entities and their advisers, focusing on analyst and investor briefings and unannounced corporate transactions. While the report does not identify any systemic issues, it does highlight a number of areas of concern. Partner Greg Bosmans and Special Counsel Gadi Bloch report.

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  • Focus: Draft legislation released to improve corporate law compliance burden

    17 April 2014

    An exposure draft of proposed legislative amendments designed to reduce the compliance burden for businesses has been released by the Federal Government. The amendments include long-awaited changes to the dividend payment rules, the abolition of the 100 member rule and updates to remuneration disclosure obligations. Partner Wendy Rae, Senior Associate Emin Altiparmak and Lawyer Liz Clark discuss the corporate law aspects, while Partner Martin Fry reports on the tax and franking aspects.

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  • Client Update: Release of 3rd Edition Corporate Governance Principles and Recommendations

    10 April 2014

    The ASX Corporate Governance Council has released the 3rd edition of its Corporate Governance Principles and Recommendations. Although the 3rd edition largely reflects the amendments proposed in the earlier consultation draft released in August 2013, a number of new amendments have been added that will have implications for listed entities' corporate governance practices. Partner Robert Pick and Senior Associate Hannah Biggins discuss these key changes.

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  • Focus: Government moves to abolish ACNC

    4 April 2014

    The Federal Government has taken the first step towards achieving its announced intention of abolishing the Australian Charities and Not-for-profits Commission and transferring some of its functions to the Australian Taxation Office and the yet-to-be-established National Centre for Excellence. Special Counsel Glenys Hodges and Lawyer Scott Lang report on the latest developments.

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  • Linklaters Insights: AGM Alert 2014

    26 March 2014

    In AGM Alert 2014, our alliance partner Linklaters looks at developments that will be of interest to company secretaries and general counsel preparing for the 2014 AGM of a UK listed company. Where relevant, they also cover some issues that are likely to impact on future AGMs.

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  • Audio: Govt plans to scrap 100-member rule

    19 March 2014

    The Federal Government has flagged the scrapping of the 100-member rule as part of its drive to reduce red tape for businesses. Allens Partner and Co-Head of the firm's Private Equity Practice Mark Malinas spoke to BRR Media about what such a repeal would mean for companies and shareholder activists.

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  • Linklaters Insights: Pay and incentives - what's in store for 2014?

    21 February 2014

    2013 saw many changes for executive pay and share incentives, and 2014 is likely to be just the same. Our alliance partner Linklaters has put together a summary of what you can expect over the next 12 months.

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  • Focus: Government abandons some not-for-profit sector tax reforms

    3 February 2014

    The Federal Government has announced that it will proceed with only one of the backlog of 'announced but unlegislated' reforms to the taxation of charities and other not-for-profit entities proposed by previous governments. Special Counsel Glenys Hodges and Lawyer Scott Lang report on the fate of the reforms.

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  • Focus: Statutory definition of 'Charity' still to commence 1 January 2014

    23 December 2013

    The Federal Government has announced its intention to repeal legislation that introduces a statutory definition of 'charity' for the purposes of Commonwealth legislation. However, a Bill recently introduced to delay the commencement of the legislation failed to pass the Senate before Parliament rose for 2013, so the statutory definition will still commence on 1 January 2014. If and when the Government will be able to achieve its intention to repeal the legislation is currently unknown. Special Counsel Glenys Hodges and Lawyer Scott Lang report on the legislation, and the impact it will have on charities and prospective charities.

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  • Client Update: Proposed new employee incentive scheme relief

    22 November 2013

    In response to changing market practices and growing uncertainty, ASIC has released a consultation paper and draft regulatory guide that propose broadening the current class order relief associated with employee incentive schemes. Partner Richard Spurio and Senior Associate Georgie Korman report.

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  • Client Update: Proposed changes to the ASX Corporate Governance Principles and Recommendations

    4 October 2013

    In September 2013, the ASX held a public roadshow to discuss the changes proposed in the draft 3rd edition of the ASX Corporate Governance Principles and Recommendations. While the ASX noted that the 3rd edition does not propose any substantial changes to the eight core governance principles, Partner Cameron Price and Senior Associate Hannah Biggins discuss a number of important proposed changes to the recommendations against which listed entities will be required to report after they take effect.

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  • Linklaters Insights: UK Corporate Update

    5 July 2013

    In the latest UK Corporate Update, our Linklaters alliance partners look at: the European Council to examine proposals to widen non-financial disclosure requirements of large companies and groups to include country-by-country reporting; the EU Commission reaches agreement on Transparency Directive amendments; dematerialisation of shares; and an AGM mid-season review.

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  • Linklaters Insights: Financial Crime Update

    3 July 2013

    The importance of separating the investigation and prosecution of anti-corruption and criminal offences from the enforcement of other administrative procedures is emphasised in this month's Financial Crime Update.

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  • Client Update: Final version of Guidance Note 8 - continuous disclosure

    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.

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  • Linklaters Insights: Withdrawal of benefit upon a breach of a settlement agreement

    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 employee's departure, the employer was entitled to withhold a conditional benefit where the employee breached the conditions of the agreement.

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  • Linklaters Insights: UK Corporate Update

    13 March 2013

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

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  • Linklaters Insights: The Matrix: An overview of corporate governance

    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.

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  • Linklaters Insights: Directors' Remuneration Report Guide for 2012 reporting year

    7 March 2013

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

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  • Audio: Corporate Governance cases to watch

    6 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

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  • Audio: Striking balance on executive remuneration

    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

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  • Focus: Clawback and other remuneration issues

    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.

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  • Linklaters Insights: European proposals to increase number of women on boards

    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.

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  • Focus: Not-for-profit reform - new regulator and update on the agenda

    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.

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  • Audio: ASX tweaks continuous disclosure

    31 October 2012

    The ASX has released for consultation its long-awaited proposed rewrite of Guidance Note 8, its guidance on continuous disclosure obligations of listed entities. Partner Robert Pick examines the impact this will have on listed companies, in particular how the ASX will approach earnings surprises.

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  • Client Update: ASX's revision of guidance on continuous disclosure

    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.

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  • Focus: Fortescue 'binding agreements' announcements were not misleading

    3 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.

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  • Allens AGM survey: the results

    6 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.

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  • Client Update: Chair's ability to vote proxies on a remuneration report

    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

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  • Focus: Reform of governance of Commonwealth bodies

    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

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  • Focus: ASIC seeks better disclosure in remuneration reports

    2 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

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  • Focus: New guidance on disclosing non-IFRS financial information

    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

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  • Audio: Board reflections post-Centro

    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

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  • Focus: Government business enterprises governance reforms

    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

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  • Audio: New ASX paper on reserves reporting

    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

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  • Client Update: Chairman voting undirected proxies on remuneration report

    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

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  • Focus: New national not-for-profit regulator proposed

    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

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  • Focus: Securency arrests and the UK Bribery Act

    8 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

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  • Focus: 'Two-strikes' rule part of executive remuneration shake-up

    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

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  • Focus: The Centro decision and the approval of financial statements

    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

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  • Focus: Updated guidance on related party transactions

    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

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  • Focus: UK Bribery Act to take effect

    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.

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  • Focus: UN Guiding Principles for Business and Human Rights

    6 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

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  • Focus: Fortescue appeal decision confirms high continuous disclosure standards

    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

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