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.

Report: Private Equity Horizons 2019

With dealmakers taking full advantage of highly accessible financing and a massive hoard of dry powder to close more buyouts than before, 2018 was one of the most active years ever for private equity in Australia. The mountain of dry powder competing for limited opportunities, combined with elevated EV/EBITDA multiples across many sectors, resulted in PE sponsors becoming increasingly creative and flexible in their capital deployment strategies. In response to the higher entry‑level valuations for quality businesses, buyside activity saw increased levels of public‑to‑private transactions, as cashed‑up general partners turned their sights to ASX‑listed targets trading at reasonable or attractive valuations. The private equity team at Allens reports on some key trends and sectors to look out for.

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Also read our 2018 and 2018 mid-year Horizons reports.

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.

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

  • Client Update: Revisions to FIRB Guidance Note 23: clarity for foreign government investors

    26 May 2016

    Recent reforms to the Foreign Acquisitions and Takeovers Act 1975 (Cth) introduced new provisions that deem foreign government investors of the same country to be 'associates' of each other. These provisions have created practical difficulties for foreign government investors who risk unintentionally breaching the Act because they are unaware of the existence and extent of holdings of other foreign government investors from the same country. Revisions to Guidance Note 23 released by the Foreign Investment Review Board have sought to address these practical issues. Partner Wendy Rae and Associate Nicholas Kefalianos review the key changes to the Guidance Note.

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  • Focus: Australia and Singapore enter into Comprehensive Strategic Partnership

    17 May 2016

    The Australian and Singaporean governments have recently concluded discussions on a landmark agreement that will see the two countries cooperating across a range of strategic initiatives, including in the areas of trade and economics, innovation, education, people and defence. The Comprehensive Strategic Partnership builds on the already strong relations between Australia and Singapore and is expected to provide new cross-border investment opportunities through enhanced bilateral relations. Singapore-based Managing Associate, Jessica Choong, reports.

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  • Focus: FIRB shines the spotlight on tax issues

    23 February 2016

    The Australian Government has announced that in applying the national interest test to future foreign investment applications it will be requiring investors to satisfy a series of tax compliance and disclosure obligations relating to the tax implications of the proposed investment, and the requirement will apply to both the foreign investor itself and its associated entities. In some cases, the new obligations will extend to requiring the foreign investor to furnish documents or information held offshore, and for the foreign investor to engage with the Australian Tax Office in obtaining an advance pricing arrangement or tax ruling. Partners Martin Fry and Wendy Rae and Senior Associate Shaun Cartoon report.

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  • Focus: Withholding tax to capture exit profits

    11 December 2015

    Legislation introduced into Parliament will impose a 10 per cent non-final withholding tax on proceeds paid to foreign parties to acquire direct or indirect interests in Australian real property and mining rights from 1 July 2016. Partner Martin Fry and Lawyer David Lewis discuss the proposed law.

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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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  • Fact sheet: Crowd-sourced equity funding - can you access it?

    6 October 2015

    The new Turnbull Cabinet has made clear its intention to support innovation, so that Australia can have a thriving economy. The Treasury has already done some work in this area, releasing a consultation paper on crowd-sourcing equity funding (CSEF) for startups and small business.

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  • Focus: Withholding tax on the sale of Australian property by foreign residents exposure draft legislation released

    28 July 2015

    Exposure draft legislation implementing the Federal Government's promise to introduce a 10 per cent non-final withholding tax on purchasers of certain types of 'taxable Australian property' by foreign residents has been released for review and comment. Partner Charles Armitage and Associate Scott Lang consider the exposure draft legislation and discuss the practical application of this reform.

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  • Client Update: The final analysis: Updates to ASX Guidance Note 8 on Continuous Disclosure take effect

    14 July 2015

    Earlier this year, ASX issued a consultation paper on proposed changes to Guidance Note 8 that sought to clarify existing continuous disclosure policy. ASX has now released its consultation response, together with the final version of Guidance Note 8, which took effect on 1 July 2015. While the final version is largely consistent with the proposals in the consultation paper, ASX has also included additional cautionary guidance on engagement with analysts. Partner Emin Altiparmak, Senior Associate Alexandra Feros and Associate Lauren McInnes report.

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  • Focus: Landholder duty risks associated with international transactions surface in Crocodile Gold case

    17 June 2015

    Corporate mergers and acquisitions commonly involve changes to entities that comprise a corporate group, the holding of property within that group and the ultimate beneficial ownership of that group. Even if those changes occur entirely outside Australia, Australian landholder duty may be payable and, if the transaction is not structured properly from a duty perspective, multiple amounts of duty may be payable on a single transaction. The Crocodile Gold case exemplifies the potential for multiple duty and demonstrates the desirability of comprehensively explaining complex transactions to revenue offices. Partner Adrian Chek and Associate Scott Lang discuss the decision and the application of landholder duty more generally.

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  • Focus: Mergers & Acquisitions: changes to Australia's foreign investment framework

    7 May 2015

    The Australian Government has announced wide reaching changes to Australia's foreign investment framework that will apply from 1 December 2015. Partner Wendy Rae reports on the potential impacts of the changes, which include new fees, stricter enforcement and penalties, and increased scrutiny around foreign investment in agriculture.

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  • Focus: Proposed Changes to ASX Guidance Note 8 on Continuous Disclosure

    18 March 2015

    The ASX has released a consultation paper on proposed changes to Guidance Note 8 related to analysts and investor briefings, analysts forecasts, consensus estimates and earnings surprises. The proposed changes are mostly clarification to existing policy, but there are some interesting refinements. Partner Guy Alexander and Managing Associate Emin Altiparmak report.

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  • Client Update: First Asset Recycling Initiative agreement signed

    24 February 2015

    The Federal Government announced late last week that the first agreement under its $5 billion Asset Recycling Initiative has been signed with the ACT Government, demonstrating the Federal Government's commitment to the Initiative despite the underlying legislation remaining stalled by the Senate. Government sector leader and Partner Paul Kenny, Managing Associate Emin Altiparmak and Lawyer Ellie Mulholland report.

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  • Focus: Distressed debt M&A - share transfers without a scheme

    17 February 2015

    The Supreme Court of New South Wales has given further guidance on the scope of its power to grant leave to a deed administrator to compulsorily transfer the shares of a company. The decision, in the matter of Nexus Energy Ltd (subject to deed of company arrangement) [2014] NSWSC 1910, confirms that this can be done where the transfer does not 'unfairly prejudice' shareholders. This case involved the novel context of an insolvent ASX-listed parent company with solvent operating subsidiaries. Partner Kim Reid and Associate Thomas Bagley report.

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

    13 February 2015

    The Australian Government has announced that, from 1 March 2015, acquisitions of agricultural land worth more than A$15 million and any additional acquisitions over and above that amount will require government approval. It will also establish a foreign ownership register of agricultural land. Nevertheless, we expect that Australia will continue to welcome foreign investment in the agricultural sector. Partners Marcus Clark, Jeremy Low and Wendy Rae, and Managing Associate Andrew Wong report.

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  • Focus: The China-Australia Free Trade Agreement

    21 November 2014

    After almost 10 years of negotiations between the nations, on 17 November 2014, Prime Minister Abbott and President Xi announced the conclusion of negotiations on the China Australia Free Trade Agreement (ChAFTA). Once implemented, the ChAFTA is expected to significantly reduce import barriers for Australian food and dairy, resources and services sectors and create a more favourable environment for Chinese direct foreign investment in Australia. Partner Kate Axup, Managing Associate Emin Altiparmak, and Associates Tess Fitzgerald and Tracy Lu report.

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  • Client Update: Implementing Australia's free trade commitments with Japan, Korea and Chile

    6 November 2014

    The Commonwealth has recently made regulation to implement Australia's commitments under its free trade agreements with Japan, Korea and Chile which will ease certain foreign investment review and life insurance business regulations for investors from those countries. Japan Sector Leader and Partner Tim Lester, Managing Associate Emin Altiparmak and Lawyer Tristan Kelly 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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  • 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: 100 member rule to be abolished

    24 October 2014

    The 100 member rule for convening company meetings will be abolished under legislative amendments introduced into Parliament this week, following consultation by the Federal Government on draft legislation earlier this year. Proposed streamlining of remuneration disclosure obligations is also still included in the new Bill, but the amendments exclude long-awaited changes to the dividends payment test that were previously proposed. Partner and Head Office & Governance team leader Greg Bosmans, Managing Associate Matt Ireland and Associate Dominic Blaxill discuss the amendments.

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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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  • Focus: Shareholder activism in Australia

    24 July 2014

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

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  • Focus: Budget wrap - significant infrastructure investment and divestment

    24 June 2014

    Following last week's release of the New South Wales and South Australian budgets, it is clear that most state and territory budgets handed down since the Federal Budget have shown an alignment with the Federal Government's national agreement on infrastructure investment and asset recycling. Partner Paul Kenny and Senior Associates Emin Altiparmak and Penny Alexander and look at the implications of the policy.

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  • Focus: ASIC on confidential information and briefings

    3 June 2014

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

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  • Focus: National Partnership Agreement on Asset Recycling

    14 May 2014

    The National Partnership Agreement on Asset Recycling between the Commonwealth and each of the states and territories firmly entrenches asset recycling for the next five years (at least). In last night's Budget, the Federal Budget announced $5 billion will be made available to fund payments to the states and territories. This could see existing state-owned infrastructure assets sold off to invest in significant major new works. Partner John Greig looks at the Agreement's implications.

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

    10 April 2014

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

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  • Focus: Currency restriction on tax retention notices overturned

    4 December 2013

    The Full Federal Court has overturned a recent decision which stated that Australian Taxation Office notices requiring entities to retain funds owing to non-Australian persons could not operate on amounts of foreign currency. Partner Martin Fry and Lawyer Chris Lum look at the appeal decision and its implications.

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  • 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?

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  • 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

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  • 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

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  • 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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