Allens

Mergers & Acquisitions

Our experienced Mergers & Acquisitions legal team regularly publishes articles and updates - the full list of publications appears below. These publications look at the regulatory and political issues influencing the market, as well as some of the Mergers and Acquisitions that have recently made headlines. If you'd like to be notified when we add new Mergers & Acquisitions 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.

Allens' handbook to takeovers in Australia

The 'Allens handbook to takeovers in Australia' provides an overview of:

  • the rules which govern takeovers of, and acquisitions of voting securities in, Australian publicly listed companies and trusts;
  • how to undertake or respond to a takeover proposal for an Australian publicly listed company or trust; and
  • the legal issues which commonly arise in Australian takeover transactions.

The handbook should not be relied on as a substitute for obtaining legal or other professional advice. Should you require legal advice, please contact us.

Our look ahead to the private equity market in Australia

As new funds enter the local market, flexible debt funding structures become more prevalent and sponsors are forced to deploy capital in more innovative ways, we expect the Australian PE market to continue to grow. Private Equity Horizons 2018 reviews the PE market and looks at the trends and sectors in play.

The Private Equity team at Allens reports.

Allens' guide to Australia's Foreign Investment Approval (FIRB) Regime

Australia's foreign investment approval regime is increasingly a major political issue that is often highlighted and discussed in the media. Our foreign investment law experts have summarised the key information you need to know about Australia's FIRB regime.

The guide should not be relied on as a substitute for obtaining legal or other professional advice. Should you require legal advice, please contact us.

Read about our track record in Mergers & Acquisitions.

Mergers & Acquisitions Publications

  • Focus: China unveils Shanghai free trade zone

    13 November 2013

    Recently, as part of a broader process of trade liberalisation, the Chinese Government launched its first pilot free trade zone in Shanghai. Some commentators see the move as one of the most potentially significant economic developments in China during the past three decades. Partner Kate Axup and Senior Associate Wayne Wang look at the legal changes associated with the launch of the new zone that are relevant to foreign investors.

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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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  • Focus: Garnishee notices limited to Australian currency

    10 September 2013

    A recent Federal Court decision indicates that Australian Taxation Office notices requiring parties to retain funds owing to non-Australian persons do not operate on amounts of foreign currency or, perhaps, on amounts held outside of Australia. This decision is particularly relevant to private equity funds and financial sponsors. Partner Martin Fry and Law Graduate Chris Lum report.

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  • Focus: Changes are expected to the rules governing foreign investment in Australian agriculture

    9 September 2013

    Following the election of a new Australian Federal Government, changes are expected to the rules governing foreign investment in Australian agriculture. However, we expect that Australia will continue to welcome foreign investment in the sector. Partners Marcus Clark and Jeremy Low and Senior Associate Paul Bernath report.

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  • Focus: ACCC releases draft merger review process guidelines

    2 July 2013

    The Australian Consumer and Competition Commission has issued draft Merger Review Process Guidelines for public comment, incorporating a new pre-assessment phase, longer merger review timelines, and the provision of written feedback to the parties from market inquiries. Partner Jacqueline Downes and Knowledge Management Lawyer Julie Playfair report.

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  • Focus: ASIC consolidates and updates its guidance on takeovers

    27 June 2013

    ASIC has released the final versions of four new Regulatory Guides on takeovers, which update and consolidate the bulk of its guidance in this space. The new guides are effective immediately, following a consultation process that included the release of draft guides for comment. Partner Guy Alexander and Senior Associate Emin Altiparmak discuss some of the more material changes.

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  • Focus: Vietnamese retail industry reform offers greater foreign investment opportunities

    15 May 2013

    Major reform of the Vietnamese retail industry will likely provide greater opportunities for foreign investment in one of the most attractive investment destinations for global retailers. Partner Robert Fish, Senior Associate Linh Bui and Lawyers Chi Ha and Mai Loan Nguyen report.

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  • Focus: Softening the investment rules in Mongolia

    23 April 2013

    Foreign investment in Mongolia fell away dramatically after the Mongolian Government last year introduced laws regulating foreign investment into strategically important business areas as well as investment by state-owned entities. Now the Government has introduced amendments which soften some of those restrictions in an effort to again encourage inbound capital. Lawyer Anthony Lepere looks at the amendments and their significance to foreign investors.

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  • Focus: Bid-rigging - a first look at the cartel provisions

    27 March 2013

    In brief: Even where no market in Australia is affected, a recent Federal Court decision highlights that certain conduct may breach the new cartel provisions of Australia's competition and consumer legislation. Partner Michael Schoenberg, Senior Associate Tim Maxwell and Lawyer Angela Gibbs provide an overview of the decision.

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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: Outlook for M&A in 2013

    15 March 2013

    Global economic uncertainty has hindered M&A activity. Cautious corporates have generally elected to use their profits to fund working capital rather than pursue acquisitions. Could this begin to change in 2013?

    Read More
  • Focus: Changes to FIRB policy - impact on foreign government investors

    6 March 2013

    Some subtle but significant changes have been made to Australia's Foreign Investment Policy. They will directly impact foreign government investors - particularly how foreign government invested banks take security and how foreign government investors participate in investment consortia or funds. Partners Jeremy Low and Marcus Clark and Senior Associate Paul Bernath report.

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  • Focus: Changes to the general anti-avoidance rules

    14 February 2013

    In response to recent Full Federal Court decisions, the Federal Government has introduced legislation to amend the general anti avoidance rules (Part IVA) in the Tax Act. Partner Martin Fry and Lawyer Claire Nicholson explain the proposed amendments that will modify the way in which the 'tax benefit' test is applied and the way in which it interacts with the operative provision of Part IVA.

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  • Focus: Cooperation in agricultural investment - implications for Chinese investors

    15 January 2013

    The Australian Department of Foreign Affairs and Trade has released a report that looks at recent efforts by the Chinese and Australian governments to strengthen cooperation in agricultural sector investment, and finds that the two countries have a mutual commitment to increasing bilateral investment cooperation in that sector and related industries. Partner Kate Axup and Senior Associate Tess Fitzgerald discuss the report's implications, especially in light of Australian community concerns about foreign investors 'buying up the farm'.

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  • Focus: Saving Private MAC

    21 November 2012

    In these uncertain economic times, we are seeing material adverse change triggers increasingly sought in private M&A deals, particularly in leveraged deals or where a private equity buyer is involved. These triggers are prevalent in private deals overseas but somewhat less so in Australia and so they have been traditionally resisted by sellers of Australian private businesses. Partner Mark Malinas, Senior Associate Emin Altiparmak and Lawyer Jarrod Woodward discuss how the use of a reverse break fee may make these triggers more acceptable to such sellers and reduce the likelihood of a dispute when buyers seek to rely on such triggers.

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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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  • Focus: Finding the truth in takeovers

    18 September 2012

    The Takeovers Panel's latest decision involving Dulux's bid for Alesco has focused attention again on the Panel's application of ASIC's truth in takeovers policy. That policy expresses in absolute terms that market participants should be held to their 'last and final statements' in the context of takeovers. The Panel has consistently endorsed the policy, and identified it as a fundamental tenet of the Australian takeovers regime. However, the Panel has been criticised for failing to apply the policy according to its absolute terms, raising questions about how it will be applied in the future. Partner Cameron Price and Senior Associate Emin Altiparmak look beyond the headlines to draw out the themes from the Panel's approach to date.

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  • Focus: China-Australia currency agreement and RMB internationalisation

    23 May 2012

    Recently, as part of its foreign exchange reforms, the People's Bank of China signed a bilateral currency swap agreement with the Reserve Bank of Australia. Partner David Wenger, Senior Associate Wayne Wang and PRC Consultant Scarlet Feng report on the currency swap agreement and the introduction of PRC laws relating to the internationalisation of the RMB

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  • Focus: Takeovers Panel overhauls guidance on takeover documents

    8 May 2012

    The Takeovers Panel has overhauled its Guidance Note 18: Takeover Documents. The rewrite now encompasses target's statements, expert's reports, premia and intentions statements, in addition to its predecessor's focus on bidder's statements. While certain changes simplify and update the existing guidance, the new Guidance Note 18 now contains guidance in several areas on the circumstances that are likely to be considered unacceptable by the Takeovers Panel in the course of preparing takeover documents, which were not previously considered by its predecessor. Partner Andrew Finch and Senior Associate Jonathan Teo report

    Read More
  • Focus: 'Truth in Takeovers' costs easy to avoid

    14 March 2012

    A recent Takeovers Panel decision highlights the importance for bidders in the Australian market to avoid making statements that can be interpreted or misconstrued, even out of context, as a 'last and final' offer. Partner Andrew Finch and Lawyer Caspar Conde report

    Read More
  • Focus: China amends its foreign investment catalogue

    22 February 2012

    New opportunities to establish or invest in a business in China may be opened up following the Chinese Government's release of its amended Foreign Investment Industrial Guidance Catalogue. The new Catalogue took effect on 30 January 2012 and presents an interesting picture of China's economic focus for the next several years. Special Counsel Ross Keene, Senior Associate Adrian Fisher and PRC Consultant Crystal Zhang report

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  • Focus: Personal property securities reform and what it will mean for M&A transactions

    31 January 2012

    Sweeping changes to Australia's personal property securities laws have just come into operation, with far-reaching consequences for business. Partners Steve Pemberton and Greg Bosmans, and Senior Associate Vida Wongseelashote, report on how M&A transactions will be affected

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  • Focus: The issue of foreign investment in Australian agriculture

    25 January 2012

    The Australian Government has used the release of a report on foreign investment and Australian agriculture as an opportunity to reaffirm its support for foreign investment in the agricultural sector and articulate the issues that it considers when applying the national interest test to proposals for foreign investment in the sector. Partner Marcus Clark and Consultant Alan Millhouse report on this and other recent events relevant to foreign investment in Australian agriculture

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  • Focus: Liberalising cross-border investment in RMB

    11 January 2012

    The Chinese Government has made further moves towards the internationalisation of its currency with the release of a number of regulations regarding the use of the RMB both in investments made by Chinese companies overseas and, significantly, investments made by overseas companies into the PRC. Special Counsel Ross Keene, Senior Associates Adrian Fisher and Maggie Ma and PRC Consultant Michelle Ding report

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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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  • Client Update: ACCC loses Metcash appeal

    1 December 2011

    The Full Federal Court has dismissed all grounds of the Australian Competition and Consumer Commission's appeal in the Metcash case. Partner Jacqueline Downes and Lawyer Nicholas Mendoza-Jones report

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  • Focus: New Social Insurance Law in PRC

    8 June 2011

    A new social insurance law in the PRC (to take effect on 1 July 2011) provides, for the first time, an overarching framework for the administration of the five national social insurance funds in the PRC. Partner David Wenger, Senior Associates Ross Keene and Maggie Ma and Consultant Crystal Zhang report on the changes, which will impose greater obligations on employers and the relevant administrative agencies

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  • Client Update: Beware of Qld, SA and NT stamp duty changes

    2 June 2011

    Queensland, South Australia and the Northern Territory are to make important changes to their stamp duties legislation, with effect from 1 July 2011. The changes will broaden the reach of landholder duty and impose greater duty on a larger range of transactions, particularly affecting ones involving real property, mining tenements and listed entities. Partner Adrian Chek summarises the changes and considers the importance of the timing of any upcoming transactions

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  • Focus: Defence and mining to coexist at Woomera

    31 May 2011

    The final report on the future use and management of the Woomera Prohibited Area was released recently, and signifies long-awaited government confirmation of mixed use of the minerals-rich weapons testing area. It provides for the introduction of a new management framework, and paves the way for improved coexistence of Defence and non-Defence operations. Partner Scott Langford, Senior Associate Nick Li, and Law Graduate Brandon Van Slyke report

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  • Focus: Australia's foreign investment regime post the SGX-ASX decision

    27 May 2011

    The Federal Treasurer recently rejected the SGX-ASX merger proposal on national interest grounds. Partner Jeremy Low and Senior Associate Andrew Wong report on how the decision fits in with the Government's foreign investment policy and its broader implications for future foreign investment applications

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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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  • Focus: China prohibits bribery of foreign officials

    10 May 2011

    China has recently passed amendments to its Criminal Law which took effect on 1 May 2011. One amendment of particular interest to international observers has been the introduction, for the first time under PRC law, of a prohibition on bribery of 'foreign public officials' or officials of international public organisations to secure 'improper commercial benefits'. Partner David Wenger and Senior Associates Ross Keene and Xiangyu She report

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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: 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: Greater certainty in contracts with state governments

    16 December 2010

    A recent High Court decision will provide greater certainty for parties relying on contractual compensation provisions in contracts with governments. Partners Tom Story and Ren Niemann and Senior Associate Robert Kerr look at the implications of the decision, which overturns a recent Victorian Court of Appeal decision which held that a land tax concession provision was void on the basis that it was unconstitutional

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  • Focus: ATO tax determinations on private equity investments

    13 December 2010

    The Australian Taxation Office has recently published four important determinations dealing with the treatment of private equity investments in Australian assets, including a significant acknowledgement that a tax treaty exemption may be available through fiscally transparent investment vehicles. Partner Larry Magid and Senior Associate Thomas McAuliffe report.

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  • Focus: New Bill seeks greater transparency in agricultural land acquisitions

    3 December 2010

    Greater investment in Australian agricultural assets by foreign investors has prompted a private members' Bill that aims for greater transparency in this area. Consultant Alan Millhouse outlines the impacts if this Bill is passed

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  • Focus: Scrip for scrip roll-over reforms - good news for private equity

    29 November 2010

    The Senate recently passed legislation to reform the capital gains tax scrip for scrip roll-over relief provisions. The reforms are designed to align the capital gains tax roll-over relief with the Corporations Act 2001 (Cth) provisions dealing with takeover bids and schemes of arrangement. Partner Tom Story and Lawyer Chris Blane report on the effect of the new law on public to private transactions

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  • Focus: Changes to UK Takeovers Code

    26 October 2010

    The UK Panel on Takeovers and Mergers has recommended a number of radical changes to the UK City Code on Takeovers and Mergers which, if introduced, would turn the tables back in favour of takeover targets over bidders. Partner Guy Alexander and Senior Associate Matt Ireland outline the proposed changes and conclude that, given the differences in the markets, extreme care needs to be taken before any of these proposals are transplanted in an Australian setting

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  • Focus: Takeovers Panel refines approach to deal protection measures

    30 September 2010

    Partner Richard Kriedemann and Senior Associate Andrew Wong report on a recent Takeovers Panel decision that has provided guidance on how deal protection measures for an agreed takeover bid or a scheme of arrangement should be structured so as to ensure they are not anti-competitive.

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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: Equity deadline for Indonesian banks and insurers

    4 June 2010

    Existing regulations require Indonesian insurance companies and banks meet new minimum equity capital requirements by the end of 2010. As the deadline approaches, Partners David Holme (Jakarta) and Robert Clarke (Singapore) and Lawyer Brooke Nicholls revisit the requirements, and examine the consequences for businesses that fail to comply and the opportunities that will arise from the expected consolidation and capital raising

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  • Focus: Extractives - further international reporting demands

    22 April 2010

    The United States Congress is currently considering legislation that will require extractives companies to report on the payments they make to foreign governments in the countries in which they operate. This development comes in the context of increasing international pressures for greater transparency and accountability in revenue flows to government received from the extractive industries. Partner Annette Hughes, Senior Associate Rachel Nicolson and Lawyer Dora Banyasz report

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  • Focus: Takeovers Panel affirms right of client legal privilege

    15 April 2010

    The Takeovers Panel has issued its new Procedural Rules (effective 1 June 2010), which confirm that the Panel will consider claims of client legal privilege over communications requested by the Panel and without the suggestion that the Panel may decline to allow a valid claim of privilege. Partner Richard Harris and Senior Associate Emin Altiparmak explain the background to, and significance of, this development

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  • Focus: Singapore budget benefits M&A activity

    8 April 2010

    Singapore's 2010 budget has been approved by Parliament and the Supply Act 2010 (which controls the Singapore government's spending in the financial year 2010) has come into force. Helpfully for participants in the mergers and acquisitions industry sector the 2010 budget includes tax allowances and various reliefs for qualifying mergers and acquisitions transactions. Partner Robert Clarke and Senior Associate Christopher Tan summarise the changes

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  • Focus: Takeovers Panel releases updated guidance notes

    12 February 2010

    The Takeovers Panel has released the final revised versions of its guidance notes on lock-up devices, frustrating action, funding arrangements and rights issues. While most of the changes involve simplification and updating, there are more substantive changes to the Panel's guidance on certain issues. Partner Cameron Price and Senior Associate Emin Altiparmak identify those changes

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  • Focus: Tax on sale of indirect interests in PRC companies by non-residents

    4 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

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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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  • Focus: China clarifies 'beneficial owner' under double taxation agreements to address 'treaty shopping'

    1 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

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