Allens

Capital Markets

Our experienced Capital Markets legal team regularly publishes articles and updates - the full list of publications appears below. Read about the latest issues affecting domestic and international capital markets, including important legislative changes, industry activities, and new market trends and products. If you'd like to be notified when we add new capital markets 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.

Visit our capital markets service area for information on past and current projects.

Capital Markets Publications

  • Report: 2017 Private Equity mid-year briefing

    18 July 2017

    The first half of 2017 has been one of the most active buy out periods for private equity in Australia since the financial crisis. With fundraising conditions remaining positive, plenty of committed capital needing to be invested and the announcement of a number of large and high profile transactions involving financial sponsors, we believe that PE activity will remain robust for the remainder of the year.

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  • Client Update: ASIC sell-side research consultation and proposed regulatory guidance

    4 July 2017

    ASIC's new regulatory guidance focuses on managing conflicts of interest and material, non-public information when providing sell-side research. As well as providing extensive guidance on managing conflicts of interest during the capital raising process, ASIC provides its views on payment of discretionary fees, and the funding and structure of the research arm of banks, as well as foreshadowing a further view on allocation policies. Partner Julian Donnan and Senior Associate Addison Ma report.

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  • Paper: How the UK's Brexit decision could affect you

    20 June 2016

    This week the UK will vote on whether it wants to remain part of the EU. This decision could have global economic impacts and affect your business. For instance, how will it impact on free trade agreements with Europe and the rest of the world, the pace of deals in the UK, and the UK regulatory environment? To learn more, see an EU referendum overview put together by our alliance partner, Linklaters.

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  • Special Report: Understanding the opportunities and navigating the legal frameworks of distributed ledger technology and blockchain

    17 June 2016

    Authored by a multidisciplinary team from Allens, Blockchain Reaction is designed to assist business stakeholders, decision makers and in-house counsel across a variety of sectors to understand the technology and how it is being used, as well as navigate the regulatory and legal opportunities and challenges.

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  • Client Update: Major overhaul of Australia's foreign investment laws: what's new?

    4 December 2015

    The new package of legislation overhauling Australia's foreign investment laws, the first major revision in 40 years, commenced on 1 December 2015. While many features of the previous regime have been retained (and sometimes re-named), there are also a number of significant changes. Partners Jeremy Low, Wendy Rae and Richard Kriedemann and Senior Associate Eve Regnard review the key new elements.

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  • Client Update: ASIC tweaks employee incentive scheme relief

    12 November 2015

    Various amendments to ASIC's employee incentive scheme class order relief have now come into effect. Described by ASIC as 'minor and machinery in nature', the clarifications and improvements were prompted in part by market feedback. Partner Greg Bosmans looks at the changes.

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  • Focus: PNG securities laws rewrite

    9 November 2015

    Those dealing in PNG's capital markets should be aware that the PNG Parliament recently passed a package of legislation to substantially amend and strengthen the regulation of its capital markets. The regime will introduce new licensing requirements for those involved in activities such as securities dealing, funds management, and corporate advice. The role of the PNG Securities Commission will be strengthened and expanded, and the rules relating to offers of securities will be updated. Partner Richard Kriedemann looks at the new regime.

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  • Client Update: Amendments reduce compliance burden for ASX-listed NZ companies

    1 September 2015

    ASX has released a number of proposed amendments to the ASX Foreign Exempt Listing Rules that will significantly lower both the ongoing compliance burden and the admission thresholds for New Zealand companies already listed or seeking a listing on ASX. Partner Robert Pick, Senior Associate Georgie Korman and Associate Harini Amarasinghe report.

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  • Client Update: New regulations to kick-start a derivatives market in Vietnam

    15 May 2015

    The Vietnamese Government has issued a new decree that lays the foundations for the trading of derivatives and for the establishment of the first derivative market in Vietnam. This development is expected to diversify securities products in Vietnam and help enhance liquidity on the Vietnam securities market. Partner Robert Fish, Senior Associate Chi Ha, and Associates Dang Vu and Ngoc Nguyen report.

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  • Focus: ASIC's employee incentive scheme class orders - new and improved

    31 October 2014

    After much anticipation, ASIC has released new employee incentive scheme class order relief. Partner Greg Bosmans and Special Counsel Gadi Bloch, members of Allens' Head Office & Governance team, report on the implications for listed and unlisted companies.

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  • Linklaters Insights: Shanghai-Hong Kong Stock Connect: Further clarifications of the Stock Connect Rules

    29 October 2014

    On 26 September 2014, Shanghai Stock Exchange and China Securities Depository and Clearing Corporations Limited promulgated detailed rules to implement stock trading under the Shanghai-Hong Kong Stock Connect. On the same day, the Hong Kong Exchange and Clearing Limited published a number of approved amendments to its rules and FAQs to clarify certain key aspects of the Stock Connect programme. Market participants would be pleased to know that welcome clarifications have been provided in a number of key areas. This bulletin helps you navigate the latest developments.

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  • Vietnam Legal Update: New rules for foreign investment accounts in Vietnam

    27 October 2014

    Various new foreign exchange regulations governing the use of all types of foreign currency accounts, including investment accounts, of Vietnamese enterprises and their investors have recently come into effect. The changes will affect current and potential foreign investors, as well as foreign-invested enterprises. Partner Robert Fish and Associates Cara Stevens and Vinh Dang report.

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  • Client Update: Strong ECM volumes to continue

    15 October 2014

    Recent strength in the IPO market has seen a number of issuers come to market over the past 12 months. Partners and Co-Heads of the Allens Equity Capital Markets Practice Julian Donnan and Robert Pick recently convened a FinanceAsia roundtable to discuss the latest developments in ECM. Julian and Robert also spoke to BRR Media about the issue.

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  • Linklaters Insights: Credit supernova - ISDA publishes 2014 ISDA Credit Derivatives Definitions

    29 March 2014

    If 2009 saw the 'big bang' and 'small bang' of the credit derivatives market, then 2014 sees the 'supernova' – the biggest overhaul of the Credit Derivatives Definitions in over a decade.

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  • Allens insights: Debt funds open a new asset class

    30 October 2013

    The dominance of the banks in the Australian corporate debt market is an anomaly

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  • Focus: Draft decision providing extra legroom for foreign investors flying into the Vietnamese securities market

    9 October 2013

    A new decision on foreign ownership limits in the Vietnamese securities market is expected to be issued shortly to encourage further foreign capital into Vietnam. The changes proposed in the draft decision, if implemented, will have the potential to significantly transform the capital market for foreign investors, although they may not be felt evenly across all market sectors or have immediate impact. Partner Robert Fish and Lawyer Chi Ha report on what the new law may mean for foreign investors looking at opportunities in the securities market of Vietnam.

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  • Linklaters Insights: A new repurchase agreement for the PRC interbank market

    6 March 2013

    On 18 December 2012, the People's Bank of China announced its approval of the publication of the China Inter-bank Market Bond Repurchase Master Agreement by the National Association of Financial Market Institutional Investors, which NAFMII later published on 21 January 2013.

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  • Linklaters Insights: Proposed amendments to the inland revenue and stamp duty ordinances to facilitate development of an Islamic finance market in Hong Kong

    5 March 2013

    The Hong Kong Government has taken a major step towards developing Islamic finance in Hong Kong.

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  • Linklaters Insights: The evolution and current state of play for the definition of 'US person' for purposes of Title VII of the Dodd-Frank Act

    30 January 2013

    As the Commodity Futures Trading Commission, the Securities and Exchange Commission, and other regulators have worked to implement Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, uncertainty has arisen with respect to the extraterritorial scope of Title VII and its application to cross-border derivatives transactions and international market participants.

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  • Linklaters Insights: MOFCOM issues rules on capital contribution to foreign invested enterprises with equity interests

    19 November 2012

    To promote foreign investment within China, MOFCOM has issued rules to allow both domestic and foreign investors to contribute equity interests in PRC companies to foreign invested enterprises by way of incorporation or subscription.

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  • Client Update: Changes to reserves and resources disclosure rules

    24 September 2012

    Proposed new disclosure rules will affect the way mining and oil and gas companies report on their reserves and resources. The proposals seek to strike a balance between providing meaningful information to investors about listed entities' reserves and resources assets while managing compliance costs for listed companies. Partner Ted Hill and Lawyer Lachlan Clancy report.

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  • Focus: Capital raising limit for mid to small caps increased

    1 August 2012

    The Australian Securities Exchange has released amended Listing Rules that increase the annual capital raising limit for mid to small caps and should mean greater flexibility for a large number of ASX-listed companies. Partners Andrew Pascoe and Julian Donnan, Senior Associate Matthew Ireland and Lawyer Kieran Chute report.

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  • Focus: ASX consultation paper on mid to small caps equity raisings

    4 April 2012

    The Australian Securities Exchange has proposed to increase the capital raising limit for mid to small caps. Partner Julian Donnan and Senior Associate Robert Speed look at the proposal which should mean greater flexibility for a large number of ASX-listed companies

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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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  • Focus: ASIC guidelines for advertising of financial products

    5 September 2011

    Promoters of financial products and services will be required to produce accurate and balanced advertisements for their products under new guidelines proposed by the Australian Securities and Investments Commission. Publishers will be required to refuse to run advertisements that do not meet these requirements. Partner Julian Donnan and Lawyer Mike Forster explain

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  • Focus: CULS - equity financing for conditional acquisitions

    26 May 2011

    Recently, Seven West Media Limited partially funded its acquisition of Seven Media Group with an accelerated non-renounceable entitlement offer of Convertible Unsecured Loan Securities to its shareholders. Partner Tom Story, Senior Associate Bob Speed and Lawyer Alex Borda examine the acquisition and the pros and cons of the use of CULS

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  • Client Update: Chi-X granted new financial market operator licence

    6 May 2011

    The Australian Government has granted Chi-X Australia Pty Ltd a licence for the operation of a financial market for the trading of securities and certain financial products, in competition with the Australian Securities Exchange. Exchange market competition is aimed at promoting Australia as a financial services hub within the Asia region. Partner Robert Pick, Senior Associate Marc Kemp and Lawyer Scott Day discuss the introduction of Chi-X as an alternative market operator, the new Market Integrity Rules and the transition towards commencement of the Chi-X market

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  • Focus: China adjusts foreign investment policy

    19 April 2011

    The Ministry of Commerce of the People's Republic of China has recently issued changes to its policy on foreign investment. Partner David Wenger and Senior Associate Wayne Wang report on the changes that apply to foreign investment in China

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  • Focus: Disclosure obligations of infrastructure entities to retail investors

    19 April 2011

    The Australian Securities and Investment Commission has released an additional consultation paper and a draft regulatory guide on disclosure obligations of infrastructure entities to retail investors, and is now seeking further submissions. Partners Andrew Mansour and Campbell Davidson and Lawyer Michael Tollman report

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  • Focus: New national security review mechanism targets inbound M&A in China

    18 February 2011

    The Circular on the Establishment of National Security Review Mechanism in relation to Foreign Merger and Acquisition Activities of Domestic Enterprises (Guofaban 2011 No.6), which formally establishes the national security review mechanism and takes effect in early March 2011, has been issued. Partner David Wenger and Special Counsel Frank Fan report

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  • Focus: Draft ruling on rights issues Retail Premiums

    20 December 2010

    Australian issuer companies should be aware of a recent Australian Taxation Office draft ruling that states Retail Premiums paid in respect of certain accelerated rights issues will be regarded as unfranked dividends for tax purposes, and therefore taxed as such in the hands of Australian resident shareholders, and subject to withholding tax where paid to non-Australian resident shareholders. Partner Martin Fry, Senior Associate Rory O'Brien and Lawyer Kai Fu report

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  • Client Update: New ASX operating rules and re-branding

    3 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

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  • Focus: Revising Australia's foreign investment policy in the national interest

    7 July 2010

    In response to significant increases in foreign investment, Australia's foreign investment policy has been updated to clarify the rules that will be applied when reviewing investment proposals by foreign investors - especially those from foreign governments and their related entities. Partner Jeremy Low and Lawyer Tim Cardiff report on the changes and their implications

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  • Focus: Retail corporate bonds: A resurrection?

    13 May 2010

    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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  • Client Update: ASIC changes to share purchase plan regulation

    16 March 2010

    The Australian Securities and Investments Commission has expanded custodian entities' ability to apply for shares under a share purchase plan on behalf of their beneficiaries, ensuring that all shareholders who hold through a custodial structure are treated equally. Partner Robert Pick and Senior Associate Charlie Harrison report

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  • Focus: What we learned from the GFC: ASX's view on the state of capital raising in Australia

    17 February 2010

    The Australian Stock Exchange recently released a paper that examines capital raising in Australia during the global financial crisis. Partners Robert Pick and Steve Clifford and Senior Associate Charlie Harrison report on the paper that gives a positive report card to the relevant regulatory regime

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  • Focus: Important changes to Australia's foreign investment rules

    4 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

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  • Client Update: ASIC releases new best practice proposals

    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

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  • Client Update: New qualified foreign institutional investors regulations

    20 October 2009

    The State Administration of Foreign Exchange of the People's Republic of China recently published the Provisions for Foreign Exchange Administration on Domestic Securities Investment by Qualified Foreign Institutional Investors, which replace the previous Interim Provisions. Partner Campbell Davidson and Senior Associate Troy Zhang look at the key changes

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  • Paper: Tapping the markets - director decision-making when raising equity

    17 September 2009

    Capital Markets Partners Robert Pick and Tom Story discuss equity raisings.

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  • Focus: Australian foreign investment rules to catch convertible notes

    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.

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  • Client Update: ASIC market regulation

    24 August 2009

    The Federal Government today announced proposed reforms that will result in the Australian Securities and Investments Commission being responsible by late next year for both supervision and enforcement of Australian market participants. Partner Warwick Painter and Senior Associate Justine Woodford report on what this significant development will mean for the future supervision and regulation of Australian financial markets

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  • Client Update: ASIC makes raising capital more efficient

    19 June 2009

    The Australian Securities and Investments Commission recently released consultation papers seeking comment on various new measures to make capital raisings more streamlined and efficient. After several months of consultation with industry, the new measures were published on 18 June 2009. Partner Tom Story and Senior Associate Bob Speed set out the key changes

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  • Focus: Release of exposure draft of margin lending regulation

    8 May 2009

    The Federal Government yesterday released the exposure draft of the Corporations Legislation Amendment (Financial Services Modernisation) Bill 2009 and requires feedback on its proposed reforms within three weeks. This follows the announcement in January 2009 that the Government was commencing consultation with industry about its proposed margin lending reforms. Partner Warwick Painter and Senior Associate Justine Woodford provide an overview of the reforms

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  • Focus: Tax implications of proposed executive remuneration reforms

    9 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

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  • Focus: Tabcorp bonds herald new retail debt market

    31 March 2009

    Tabcorp Holdings Limited has made the first major retail offering of corporate bonds by an ASX-listed company in almost 20 years. Partner David Clifford looks at the offer

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  • Focus: Rumourtrage and a rising tide of market regulation

    31 March 2009

    ASIC announced recently that it had banned a dealer from providing any financial services for 18 months for allegedly spreading false and misleading information about listed securities. This is the latest in a series of developments that are likely to result in tighter regulation of day-to-day business for market participants, fund managers, directors of listed companies and professional investors and a greater willingness by ASIC to take direct action against individuals

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  • Focus: ASIC proposes easing restrictions on equity capital raisings

    17 March 2009

    ASIC has put forward proposals to remove certain regulatory restrictions to rights issues, dividend reinvestment plans and placements. As Partner Anna Lenahan and Senior Associate Zoe Green report, ASIC has sought comments on the measures by the end of this month

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  • Focus: Takeovers Panel moves to limit control impact of rights issues

    4 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

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  • Client Update: Proposed changes to the foreign investment screening regime

    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

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