Liability for companies launching an Australian IPO or takeover changed significantly this year—with not so much as a murmur of protest from the market. Due diligence just got more important, but the reason may surprise...more
10/3/2019
/ Acquisitions ,
ASIC ,
Board of Directors ,
Corporate Criminal Fines ,
Corporate Financing ,
Criminal Liability ,
Foreign Acquisitions ,
Initial Public Offering (IPO) ,
Mergers ,
Prospectus ,
Publicly-Traded Companies ,
Takeovers
The Situation: The Australian Securities and Investments Commission ("ASIC") recently released its report on its corporate finance regulatory activities for the first half of 2019.
The Result: While ASIC's report makes...more
10/3/2019
/ Acquisitions ,
ASIC ,
Australia ,
Board of Directors ,
Controlled Transactions ,
Corporate Financing ,
Cross-Border Transactions ,
Foreign Acquisitions ,
Mergers ,
Publicly-Traded Companies ,
Scheme of Arrangement
The Situation It was recently reported that an Australian proxy adviser had queried whether the directors of a substantial Australian Securities Exchange-listed ("ASX") target, DuluxGroup, should have negotiated a Go Shop...more
The Situation: The question in Termite Resources NL (in liq) v Meadows, in the matter of Termite Resources NL (in liq) (No 2) [2019] FCA 354 was whether, in circumstances where the strategic, managerial and major operational...more
Like many countries, Australia is taking a careful look at proposed investments by foreign entities, particularly when certain sensitive industries or a government agency are involved. Jones Day's Mark Crean, Ingrid...more
4/4/2019
/ Approval Requirements ,
Australia ,
Critical Infrastructure Sectors ,
FIRB ,
Foreign Acquisitions ,
Foreign Corporations ,
Foreign Direct Investment ,
Foreign Entities ,
Foreign Investment ,
Government Agencies ,
Investors ,
Mergers ,
National Security ,
Notification Requirements
The Australian Securities and Investments Commission ("ASIC") recently released the "ASIC regulation of corporate finance: January to June 2018" report that demonstrates ASIC's increased preparedness to take action on...more
The Situation: Many foreign financial services providers ("FFSPs") currently rely on one of two types of relief from broadly defined provisions of the Corporations Act 2001 that would otherwise require them to obtain and hold...more
In Australia, a clear procedure does not exist for ASX-listed companies to obtain financing from their existing shareholder base for conditional acquisitions. Generally, a company will need to ensure sufficient funding is...more
6/19/2018
/ Acquisitions ,
ASX Listing Rules ,
Australia ,
Australian Securities Exchange (ASX) ,
Canada ,
Disclosure Requirements ,
Mergers ,
Regulatory Agenda ,
Regulatory Standards ,
Safe Harbors ,
The Corporations Act
On 9 March 2018, an updated version of the Australian Securities Exchange's ("ASX") Guidance Note 8 came into effect to include guidance on a listed entity's continuous disclosure obligations in the context of the new...more
3/21/2018
/ Acquisitions ,
ASX Listing Rules ,
Australia ,
Australian Securities Exchange (ASX) ,
Disclosure Requirements ,
Guidance Update ,
Insolvency ,
Mergers ,
Regulatory Standards ,
Safe Harbors ,
The Corporations Act
The Situation: A major shareholder of Tap Oil Limited, a company listed on ASX, gave notice of an intention to spill the board, to remove all but one of the current directors, through a general meeting of shareholders.
The...more
In early 2016, the Australian Government announced the introduction of new standard tax conditions and appeared to indicate that the conditions would be applied universally to all foreign investment approvals. Later that...more
On 1 February 2018, the Treasurer of Australia announced that going forward, foreign persons seeking approval for the acquisition of Australian agricultural land will, in the absence of exceptional circumstances, need to...more
The Situation: On 22 September 2017, the Australian Government released a draft bill for the introduction of a Banking Executive Accountability Regime ("Proposed BEAR") allowing only five working days for submissions....more
The Australian government has secured the long-awaited support it needed from independent Senate cross-benchers to make sweeping changes to Australia's media ownership laws. ...more
The Background: In RBC Investor Services Australia Nominees Pty Limited v Brickworks Limited [2017] FCA 756 (10 July 2017) ("Brickworks case"), a large institutional investor sought to dismantle a cross shareholding...more