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.

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Capital Markets Publications

  • Client Update: Minister announces consultation on margin lending regulation

    19 January 2009

    Following consultation with industry during 2008 about whether margin lending should be subject to more formal regulation as a financial product, the Federal Government yesterday announced that it is now proceeding with plans to implement such regulation. Partner Warwick Painter and Senior Associate Justine Woodford provide details of the latest developments

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  • Client Update: ASIC extends short selling ban

    22 October 2008

    Following on from the announcements made in late September imposing a ban on most short selling in Australia, the Australian Securities and Investments Commission has now announced that the existing restrictions will continue, although it is currently expected that the ban in relation to non-financial stocks will not extend beyond 18 November 2008. Partner Warwick Painter and Senior Associate Justine Woodford provide details of the latest developments

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  • Focus: Short Selling - It was a long week for short sellers...

    30 September 2008

    In the past 10 days, Australian market participants and fund managers have been subjected to an extraordinary series of announcements which, for the present, have significantly changed the regulation of short selling in Australia. At the same time, the Federal Government has also released the long-awaited exposure draft of its proposed legislative reforms in this area

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  • Client Update: Australian regulators prohibit 'naked' and 'covered' short selling

    22 September 2008

    In response to recent global market conditions and arrangements put in place by overseas regulators, the Australian Securities Exchange and the Australian Securities and Investments Commission have announced measures to prevent short selling in Australia, which take effect from today. Partner Warwick Painter and Senior Associate Justine Woodford outline the details

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  • Focus: Mutual recognition of Australian and US securities markets

    11 September 2008

    Australia and the United States have announced a mutual recognition arrangement to reduce red tape and compliance costs for Australian and US securities exchanges, brokers and dealers operating in each other's markets. Partner Steve Clifford and Articled Clerk Brendan Ferguson examine the proposed regime and consider the likely benefits for US and Australian investors

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  • Focus: ASIC extends disclosure relief for rights issues

    25 June 2008

    The Australian Securities and Investments Commission has issued class order relief to extend the exemption that permits a traditional rights issue to be undertaken without a prospectus or a product disclosure statement to non-traditional rights issue structures. Partners Steve Clifford and Robert Pick and Lawyer Alex Brown consider the implications for issuers and market participants generally

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  • Focus: Equity derivatives and control transactions – guidance from the Takeovers Panel

    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

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  • Focus: Federal Government and ASX investigate further regulation on short selling

    16 April 2008

    Much has been written lately about short selling and associated activities in the current period of turbulence in securities markets. Partner Warwick Painter and Law Graduate Cameron Wilson examine the background to the current debate

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  • Client Update: Singapore legislates to maintain progressive securities industry

    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

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  • Focus: Trans-Tasman mutual recognition of securities offerings

    27 March 2008

    The beginning of the regime providing for the mutual recognition of securities offerings between Australia and New Zealand is a step closer with the commencement of the Corporations (NZ Closer Economic Relations) and other Legislation Amendment Act 2007 (Cth). Partner Robert Pick and Articled Clerks Bryony McCormack and Sladjana Subotic take a look at how the regime will likely operate and the benefits it will have for Australian and New Zealand issuers

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  • Focus: ASIC provides relief to Singaporean collective investment schemes

    21 December 2007

    Consistent with its policy on foreign collective investment schemes, the Australian Securities and Investment Commission has released a class order that provides conditional exemptions allowing some Singaporean collective investment schemes to be offered in Australia. Senior Associate Rebecca Devon and Vacation Clerk Judith Hammerschlag report

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  • Client Update: Guidance on better independent expert reports

    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

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  • Client Update: Simpler Regulatory System regulations

    3 October 2007

    More regulations to give effect to measures implemented under the Federal Government's 'Simpler Regulatory System' legislation have now been made. Partner Susan Burns and Senior Associate Justine Woodford report on the latest developments

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  • Focus: 'Incorporation by reference' regulations now in force

    13 September 2007

    The Federal Government has finally announced new regulations enabling financial services providers to incorporate by reference some of the information required to be included in retail disclosure documents. Consultant Derek Heath and Senior Associate Justine Woodford discuss the implications of this welcome development and the other measures introduced under these regulations

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  • Focus: ASX Corporate Governance Council releases revised Corporate Governance Principles and Recommendations

    8 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

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  • Focus: Rights issue reform

    12 July 2007

    Recent amendments to the Corporations Act 2001 (Cth) have the potential to simplify the process for ASX-listed companies and managed investment schemes raising additional equity through rights issues. Partner Robert Pick examines the changes and considers the implications of taking advantage of this simplified approach

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  • Client Update: Commercial Litigation - ASIC fails in conflict of interest and insider trading case against Citigroup

    28 June 2007

    The Federal Court has rejected ASIC's charges of conflict of interest and insider trading against Citigroup. Partner Michael Schoenberg, Lawyer Alex Danne and Articled Clerk Simon Sherwood report

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  • Focus: Guidance Note finalised on insider participation in control transactions

    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.

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  • Focus: PRC banks allowed greater overseas investments

    5 June 2007

    Partner Matthew Barnard and Senior Associates Andrew Shiu and Julian Donnan look at measures to further liberalise the investment regime in the PRC by providing greater access to overseas markets to certain qualified domestic investors

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  • Focus: Clarification of requirements for listing overseas companies in Hong Kong

    11 May 2007

    A joint policy statement issued by The Stock Exchange of Hong Kong Limited and the Hong Kong Securities and Futures Commission has clarified the requirements for the listing of overseas companies in Hong Kong. Partner Matthew Barnard and Lawyer Andrew Shiu report on the new guidance

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  • Client Update: ATO's proposed ruling on taxation of renounceable rights

    3 May 2007

    In a draft class ruling issued to Hutchison Telecommunications (Australia) Limited on the tax treatment of rights issued under a proposed renounceable rights issue, the Australian Taxation Office proposes to adopt a position that has significant implications for the Australian capital market, with the potential to adversely affect the ability of listed entities to raise capital. Partner Victoria Poole reports

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  • Focus: Regulation and Compliance - Corporate law reform three pack

    9 March 2007

    The Federal Government has recently issued three discussion papers on corporate law reform, covering the insider trading laws, the sanctions regime for Corporations Act breaches and ASIC infringement notices for continuous disclosure contraventions. Senior Associate Matthew McLennan and Partners John Warde and Richard Spurio highlight the main issues in each paper

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  • Focus: Insolvency - Shareholders can rank with creditors - the Sons of Gwalia High Court decision

    9 February 2007

    The High Court's decision in the Sons of Gwalia case is an important one for financiers, creditors, shareholders and insolvency practitioners. Senior Associate Gabi Crafti and Partners Diccon Loxton and Michael Quinlan analyse the case and its implications

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  • Client Update: Shareholder claims rank equally with creditors

    1 February 2007

    On 31 January, the High Court held that shareholders who have a claim against a company for misleading or deceptive conduct or breach of continuous disclosure obligations can prove in the administration or liquidation of the company, and will rank equally with unsecured creditors. Senior Associate Gabi Crafti and Partner Michael Quinlan report

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  • In the money

    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 ...

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  • Client Update: Regulators' interest in insider trading grows

    15 December 2006

    Reports this week that the Australian Securities and Investments Commission planned to spend $30 million to build a share-trading surveillance system to detect insider trading and market manipulation is the latest in a series of signs that the corporate regulators are set to pursue insider trading with increasing vigour. Partner Guy Foster and Senior Associate Matthew McLennan report

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  • Focus: Implications of ASIC v Bridgecorp

    27 September 2006

    The recent case of ASIC v Bridgecorp Finance Limited, has helped define the role of trustees for publicly offered debentures in protecting the interests of the debenture holders. Partner David Robb and Lawyer Nicole Seeto look at the implications of the Bridgecorp decision

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  • Focus: Private equity exposure for the public investor

    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

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  • Focus: Private equity exposure for the public investor

    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

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  • Focus: Private Equity - The impact of the Federal Budget on the venture capital sector

    31 May 2006

    The Federal Budget announced this month included a package of measures to increase activity in the venture capital sector. Partner Steve Clifford and Lawyer Jonathan de Ridder discuss the new measures and give background to the legal structures already in place for venture capitalists

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  • Focus: The impact of the Federal Budget on the venture capital sector

    31 May 2006

    The Federal Budget announced this month included a package of measures to increase activity in the venture capital sector. Partner Steve Clifford and Lawyer Jonathan de Ridder discuss the new measures and give background to the legal structures already in place for venture capitalists

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  • Focus: ASIC initiatives for better regulation

    30 May 2006

    The Australian Securities and Investments Commission has recently published a booklet outlining several initiatives it intends to implement as part of a commitment to better regulation. Partner Robert Pick and Lawyer Alex Brown discuss the initiatives

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  • In the money - M&A, Capital Markets and Funds Management news

    25 May 2006

    In this edition: Governance of corporate groups; Corporate social responsibility - new direction in directors' duties?; ASIC scrutiny of 'poison pills' and other entrenchment devices; and more ...

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  • Focus: A simpler regulatory system – corporate and financial services

    10 April 2006

    The Federal Government has again acted to reduce further the regulatory and compliance burden for financial services and associated industries in Australia, with a consultation paper released on 7 April 2006

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  • Focus: ASIC guidance on better prospectuses

    20 March 2006

    The Australian Securities & Investments Commission recently released draft guidelines for issuers and advisers on the preparation and content of prospectuses under Chapter 6D of the Corporations Act 2001. Partner Steve Clifford and Lawyer Alex Brown examine the draft guidelines.

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  • Focus: Stop press: judge disagrees with Sons of Gwalia case

    28 November 2005

    In a judgment handed down on 23 November, a NSW Supreme Court judge has disagreed with the ruling in the Sons of Gwalia case, saying that the central element of the Federal Court case was wrongly decided. Partner David Clifford explains

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  • Focus: Mergers & Acquisitions

    25 November 2005

    The Federal Government has been urged to reform the 'dividends out of profits' rule in the Corporations Act. Partner Jon Webster and Articled Clerk Daniel Allender report

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  • Focus: Good practice in unit pricing guide released

    22 November 2005

    ASIC and APRA released a joint Guide to Good Practice in Unit Pricing earlier this month. This follows more than a year of industry consultation and review by the regulators of unit pricing practices in the funds management, superannuation and life insurance industries. Senior Associate Penny Nikoloudis and Lawyer Priya Kumar summarise the key aspects of the Guide, including the five good practice principles developed by ASIC and APRA

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  • Focus: The Sons of Gwalia decision: a lender's perspective

    31 October 2005

    Appeals have now been lodged in the Sons of Gwalia case. Partner David Clifford and Senior Associate Gareth Lewis examine the case and its implications

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  • Focus: Transferee shareholders as creditors? The Sons of Gwalia decision and the appeal grounds

    6 October 2005

    Senior Associate Kim Reid and Lawyer Gabi Crafti consider the implications of a successful application by a shareholder of a company in administration for a declaration that he was entitled to be treated as a creditor of that company.

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  • Focus: Update on tax treaty relief from Australian interest withholding tax for US or UK financial institutions

    21 March 2005

    The Australian Taxation Office's draft Taxation Ruling TR 2004/D16 has now been issued in final form as TR 2005/5. Senior Associate Thomas McAuliffe reports

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  • Focus: Warrants in Thailand

    16 March 2005

    Partner Adam Lunn and Lawyer Krista Bowie outline the differences in the rules governing the issue of warrants and derivative warrants in Thailand. This issue is topical given the price manipulation allegations made late last year against certain Thai politicians in the trading of Siam City Bank derivative warrants

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  • Focus: Proposed amendments to Securities and Futures Ordinance - Hong Kong licensing requirements

    14 March 2005

    A number of proposed changes to the licensing regime under the Hong Kong Securities and Futures Ordinance were recently announced by the Hong Kong Securities and Futures Commission, as Partner Matthew Barnard and Senior Associate Daniel Yeo report

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  • Focus: The Media World case in Australia - Over-reaction to the Media World case

    1 March 2005

    Comment on the recent Federal Court Media World decision has suggested that it could prejudice the ability of Australian companies to raise debt finance and that damages claims by shareholders may rank equally with unsecured debt claims. However, the case does not alter existing law and the general principle that creditors rank ahead of shareholders in a winding up of a company remains unaffected.

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  • Focus: Commercial Litigation

    18 February 2005

    Partner John Warde and Senior Associate Kim Reid consider the implications of the first successful proceedings for civil penalty and compensation orders brought by the Australian Securities & Investments Commission relating to breaches of the insider trading provisions of the Corporations Act.

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  • Focus: Riding the RAPIDSâ„¢: the new alternative to a renounceable rights issue

    17 December 2004

    In its recent capital raising, Healthscope Limited implemented a new renounceable entitlement offer structure - the RAPIDS structure - that combines the advantages to shareholders of a renounceable rights issue with the advantages to the issuer of an accelerated priority offer

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  • Focus: Hong Kong - Exemptions from statutory prospectus provisions

    11 November 2004

    The prospectus-related provisions of the Companies (Amendment) Ordinance 2004 will soon come into effect. Partner Matthew Barnard and Lawyer Steven Cheng look at what will change in the financial products regulatory environment.

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  • Focus: Corporate Governance

    18 October 2004

    ASIC has recently taken a strict approach to failures to comply with the conditions of accounting relief commonly relied upon by corporate groups. Partner Greg Bosmans and Lawyer Kaelene McLennan report that ASIC's stance may mean that many corporate groups are unwittingly ineligible for the relief

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  • Focus: Tax

    15 September 2004

    The new 'Interest' Article in the revised double tax treaties with the US and UK exempts payments of interest to some US and UK lenders from Australian interest withholding tax. However, it remains the case that where an Australian borrower undertakes a borrowing by way of an issue of debentures that satisfies the requirements of section 128F of the Tax Act, it will not be necessary to consider the treaties. Partner Diccon Loxton and Senior Associate Thomas McAuliffe report

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  • Focus: Commercial Litigation

    14 September 2004

    Partner Guy Foster and Senior Associate Kim Reid provide an overview of the High Court's decision in Rich v Australian Securities and Investments Commission and its consequences for the conduct of litigation with regulators

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