Allens

04 February 2010

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

04 February 2010

The PRC State Administration of Taxation has recently issued a circular stating that PRC non-residents may be liable to pay PRC tax when transferring offshore companies that directly or indirectly hold shares in PRC companies. Partner Campbell Davidson, Senior Associate Ross Keene and Consultant Wen Zhang report

01 February 2010

The PRC State Administration of Taxation recently released a circular clarifying when an offshore company will be considered the 'beneficial owner' of a PRC company for the purpose of obtaining relief under a double taxation agreement. Partner Campbell Davidson, Senior Associates Maggie Ma and Ross Keene, and Consultant Wen Zhang report

23 December 2009

The Australian Securities and Investments Commission has released a consultation paper seeking comment on proposed best practice guidelines for the handling of confidential information by companies and advisers. Partner Tim Lester and Lawyer Bree Rowswell look at the new proposals

17 December 2009

Partner Michael Rigby looks at two new important tax draft determinations released by the ATO yesterday dealing with foreign investors in Australian assets

15 December 2009

On 11 December, ASIC issued an updated version of its Regulatory Guide 60 on schemes of arrangement, and a consultation paper asking whether it is appropriate for ASIC to maintain its unofficial policy of withholding its s411(17)(b) certificate of 'no objection' at the second court hearing in relation to a takeover type scheme where an objector wishes to argue 'avoidance' of the takeover provisions in Chapter 6 at the hearing. Partner Guy Alexander and Senior Associate Emin Altiparmak explain why that policy is inappropriate (a point we have been making since it was introduced in the early 2000s). They also briefly look at the guidance in updated RG 60 on reverse takeover schemes

15 December 2009

China's State Council has released the Administrative Measures Governing the Establishment of Partnership Enterprises by Foreign Enterprises or Individuals in China, permitting foreign participation in Chinese partnerships. Partner Campbell Davidson, Senior Associate Wayne Wang and Consultant Crystal Zhang report

23 October 2009

In recent months, several hostile attempts to remove responsible entities have come before the courts. As a result, there has been sharper focus on the statutory regime for changing responsible entities, with many of the relevant provisions of the Corporations Act 2001 (Cth) having now been tested. Partner Susan Burns and Senior Associate Penny Nikoloudis examine the effect of recent case law on the procedures for removing REs

06 October 2009

The Takeovers Panel has released a consultation paper regarding a proposed rewrite of the Panel's Procedural Rules for Proceedings. One of the proposed rule changes purports to exclude the usual rights of parties to claim privilege over communications with their legal advisers. Partner Richard Harris and Senior Associate Stephanie Wee examine the proposed rule changes

27 August 2009

As foreshadowed by the Treasurer in his announcement of 12 February 2009, the Federal Government has introduced into the House of Representatives a Bill to amend the Foreign Acquisitions and Takeovers Act 1975 (Cth) as it applies to the acquisition of shares or voting power in Australian companies by foreign investors. Partners Alex Ding and Phillip Cornwell and Lawyer Tim Cardiff report on the key features of the amendments.

05 August 2009

Partner Igor Bogdanich and Lawyer Ben Strate report on reforms to Australia's foreign investment review laws announced by the Federal Government yesterday

20 May 2009

The Northern Territory Government recently released its budget for 2009-10, which announced a number of changes to stamp duty in the NT, including the imposition of landholder duty on the acquisition of listed companies and trusts. Taxpayers are also reminded that, with effect from 1 July 2009, NSW will be introducing new and broader landholder provisions, and South Australia will be abolishing mortgage and rental business duty. Partner Adrian Chek, Senior Associate Katrina Parkyn and Law Graduate Gobind Kalsi look at the proposed NT changes and at how they will affect taxpayers

08 April 2009

In the recent International All Sports matter, the Takeovers Panel has refused to release a hostile bidder from a standstill undertaking given by the bidder to the target, despite the fact the information which had been provided by the target under the confidentiality agreement containing the standstill undertaking had likely ceased to be price sensitive. The decisions of the initial Panel and the review Panel are important for those negotiating standstill arrangements in the future. Partner Guy Alexander and Lawyer James Clifford report

07 April 2009

We look at the legal regime for mergers, recent regulatory developments in the banking industry, key issues under the current mining regime and the National Social Security Fund scheme

20 March 2009

The Ministry of Commerce of the People's Republic of China has released the Administration Measures on Outbound Investment. Partner Seamus Cornelius and Senior Associates Frank Fan and Wayne Wang report

04 March 2009

In a recent decision, the Takeovers Panel required the sub-underwriting arrangements for a rights issue to be restructured so as to decrease the ability of the sub-underwriter to acquire control of the issuer. As the global financial crisis drives an increased need for equity capital by companies, this decision highlights that the Takeovers Panel will nonetheless scrutinise the potential control impact of rights issues to see whether they give rise to unacceptable circumstances. Partner Tom Story and Lawyer James Clifford report

20 February 2009

The Treasurer recently announced that the Commonwealth Government intends to amend legislation to clarify the operation of the foreign investment screening regime. Partner Alex Ding and Lawyer Laijing Lee report

04 February 2009

In these less certain economic times, it is not surprising that there is a sharper focus on material adverse change conditions in M&A deals. Partner Jeremy Low and Lawyer Chris Smith look at a recent and timely US case on this issue and consider its implications in the Australian context

02 December 2008

In a recent case, the Federal Court of Australia considered the validity of shareholder proxy forms that are forwarded via an intermediary to the company holding the general meeting. Justice McKerracher found that, although there is no express requirement under the Corporations Act, for practical reasons, proxy forms should be returned directly to the company holding the general meeting, rather than via an intermediate party

25 August 2008

A significant recent development for 'take-private' offers in Australia is the inclusion of an unlisted scrip offer to shareholders (ie 'stub equity'), as an alternative to cash, to facilitate continued investment in the underlying business. Partner Tom Story and Senior Associate Julian Donnan report on the use of 'stub equity' in take-private transactions and provide an overview of the key legal issues

20 August 2008

In a recent decision, the Takeovers Panel has provided additional guidance on the application of its policy regarding frustrating action, and may well have added to the armoury of bidders at the expense of target companies. Partner Robert Pick reports

18 July 2008

The Parliamentary Joint Committee on Corporations and Financial Services has inquired into the engagement and participation of shareholders in the corporate governance of companies in its report titled Better Shareholders - Better Company: Shareholder Engagement and Participation in Australia. Partner David Robb and Lawyer Jessica Choong report

06 June 2008

The Takeovers Panel has published its final position on the giving of collateral benefits in the context of control transactions. Partner Andrew Finch and Senior Associate Vida Wongseelashote report

17 April 2008

The Takeovers Panel has released Guidance Note 20 to assist market participants to understand the Panel's approach to disclosure of equity derivatives, particularly the circumstances in which positions taken by parties to equity derivatives must be disclosed to the market even though no 'relevant interest' may have been acquired. Partner Jeremy Low and Senior Associate Julian Donnan outline those circumstances, the position with respect to market makers, and the content and timing for disclosure

10 April 2008

The regulator of Singapore's securities industry, the Monetary Authority of Singapore, has undertaken consultation with a wide range of stakeholders on proposed amendments to the principal legislation governing the securities industry - the Securities and Futures Act and the Financial Advisors Act. AAR TSMP Partners Robert Clarke and Stefanie Yuen Thio, and Senior Associate Krista Bowie, provide a brief overview of the proposed legislative amendments

08 April 2008

The Singapore Exchange has warned directors and financial advisers of listed companies to pay particular attention to the interests of shareholders when assessing the commercial terms of acquisitions supported by profit guarantees. Partners Robert Clarke and Stefanie Yuen Thio, Senior Associate Ian Stewart and Lawyer Jonathan Teo report on the use of profit guarantees and the recommendations of the Singapore Exchange

04 March 2008

Federal Treasurer Wayne Swan has announced a set of six principles that are to be applied by the Federal Government when it considers applications to invest in Australia by foreign governments and their agencies. The announcement follows the recent high-profile investments by State-owned or State-controlled enterprises and sovereign wealth funds in iconic global corporations. Partner Alex Ding, Senior Associate Mark Malinas and Articled Clerk Magnus Mason report

12 February 2008

The ACCC has released for public consultation its much anticipated Draft Merger Guidelines 2008. This is the first update since publication of the 1999 merger guidelines. Partners David Brewster and Jacqueline Downes and Lawyer Helen Anness report

05 February 2008

In our Focus: Funds Management - March 2007, we reviewed an ASIC consultation paper regarding a proposed policy on the regulation of buy-backs of interests in listed managed investment schemes. ASIC has now issued class order relief which enables the responsible entity of a listed scheme to buy back interests that are traded on the Australian Stock Exchange. Partner Lynne Jensen discusses the conditions of relief

01 February 2008

The High Court has handed down its reasons for the orders it made last year in the Alinta litigation. The court's reasons confirm that the Takeovers Panel has the power to declare 'unacceptable circumstances' based on contraventions of the Corporations Act 2001. Partners Paul Nicols and Andrew Finch and Senior Associate Chris Peadon report

21 December 2007

The Australian Securities and Investments Commission has released two new regulatory guides relating to expert reports - Regulatory Guide 111: Content of Expert Reports and Regulatory Guide 112: Independence of Experts - to replace its previous policies on independent expert reports. Lawyers Christalyne Look and Deborah Doctor examine these new guides

13 December 2007

The High Court has overturned a decision of the Full Federal Court that had cast uncertainty over the future of the Takeovers Panel. As Lawyer Shelley Golden reports, today's historic decision restores the full powers of the Panel as Australia's principal takeover dispute resolution forum

05 October 2007

Amendments to the Corporations Act 2001 (Cth) might limit organised campaigns designed to 'spoil' scheme mergers. Partner Andrew Finch looks at the new provisions

08 August 2007

The revised Corporate Governance Principles and Recommendations released by the ASX Corporate Governance Council constitute a refinement rather than a rewriting of the existing Principles and Recommendations. Partner Steve Clifford, Consultant Professor Bryan Horrigan and Senior Associate Simon Lewis survey the key changes and highlight the impact for ASX listed entities

01 August 2007

The Trade Practices Legislation Amendment Act (No 1) 2006 (Cth) introduced a 'formal' statutory merger clearance process similar to that used in jurisdictions such as the United States and Europe. Despite the current record level of merger and acquisition activity in Australia, no applicant has employed the formal clearance process since it became effective on 1 January 2007. Partner David Brewster and Articled Clerk Julian Anderson examine why businesses have chosen to ignore this process

25 July 2007

The merger provisions of the Competition Act (Chapter 50B) of Singapore came into force on 1 July this year. Allens Arthur Robinson TSMP Director Stefanie Yuen Thio and Allens Arthur Robinson TSMP Partner Robert Clarke and Lawyer Brooke Nicholls look at some of the key features.

18 June 2007

Following a public consultation process, the Takeovers Panel has published its final position on the issue of insider participation in control transactions. This issue has come into sharper focus recently with an increasing number of high-profile public-to-private transactions involving private equity where the implementation of management incentive plans is considered a key element to the success of the transaction.

01 June 2007

The Australian Communications and Media Authority's Media Diversity Report was published on 30 May 2007. It sets out details of the ownership of the regulated media platforms in each commercial radio licence area in Australia and it provides details about the points regime that is central to the administration of the new media ownership laws that came into force on 4 April 2007. Partner Ian McGill reports

29 May 2007

The NSW Court of Appeal has upheld earlier findings that Geoffrey Vines, a former chief financial officer of GIO Australia Holdings Ltd, contravened his duty of care in respect of profit forecasts made during a takeover bid. The judgment helps clarify the responsibilities of company executives, particularly when preparing profit forecasts during takeovers. Partner Jon Webster and Lawyer Christine Swan report

01 May 2007

Two recent releases from the Australian Securities and Investments Commission give us an insight into how the regulator attempts to respond flexibly to suspected breaches of the law. For business, however, this flexibility gives rise to what will often be a difficult choice: should the business fight ASIC or compromise and accept a 'softer' penalty? Partner Guy Foster and Senior Associate Matthew McLennan look at the two procedures

27 April 2007

On 20 April 2007, the Government of Vietnam passed Decree 69/2007/ND-CP on Purchase by Foreign Investors of Shareholding in Vietnamese Commercial Banks (Decree 69). Partner Bill Magennis and Lawyer Julia Howes look at some of the key changes

27 February 2007

The Takeovers Panel has released a draft Guidance Note and issues paper relating to insider participation in control transactions. Partner Ewen Crouch and Lawyers Matthew Ireland and Mark Boyd-Boland, discuss the reasons behind the development of these guidelines, their key points and how bidders and target companies should proceed with takeover negotiations

22 December 2006

In this edition: Australian media and ownership law changes; The importance of being a financial product; Tax promoter penalty rules; and more ...

20 December 2006

Companies and their directors are unlikely to face drastic changes to the law of directors' duties to make companies more socially responsible, if (as is likely) the Federal Government accepts the latest recommendations of its Corporations and Markets Advisory Committee in its recently released report, The Social Responsibility of Corporations.

08 December 2006

Recent changes to Australia's foreign investment policy mean that foreign investors will face a lower regulatory burden when undertaking takeovers or reconstructions involving small-to-medium Australian businesses. Partner Wendy Rae and lawyer Damian Jacobs consider the impact of these changes

23 November 2006

The US Department of Justice has begun an investigation into the conduct of private equity firms in the United States and whether their participation in 'club' deals is potentially anti-competitive. Partner Carolyn Oddie discusses the key aspects of these investigations and the implications for Australian consortium participants

20 September 2006

Australian businesses are attracting increasing interest from US financial sponsors, particularly private equity funds. As a guide for US financial sponsors considering a going-private transaction in Australia, Partner David Wenger and Senior Associate Tom Story provide an overview of the key differences between the applicable regulatory frameworks in the US and Australia

20 September 2006

Australian businesses are attracting increasing interest from US financial sponsors, particularly private equity funds. As a guide for US financial sponsors considering a going-private transaction in Australia, Partner David Wenger and Senior Associate Tom Story provide an overview of the key differences between the applicable regulatory frameworks in the US and Australia

06 September 2006

The increasing involvement of private equity funds in acquisition transactions is leading to a blurring of boundaries in the financing conditions adopted in public and private acquisitions. Partner Phillip Cornwell, Senior Associate Douglas Fung and Lawyer Dorothy Pawlukowski look at recent developments in the conditionality of leveraged funding for public and private acquisitions

31 August 2006

The financing package for the acquisition this year of the Myer department store business is an example of what may be a growing trend of private equity players partially financing their acquisitions through public offers of listed debt securities. Partner Robert Pick looks at the specific debt securities in this deal and whether we are likely to see more like them in the future