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30th April 2015

Corporate Advisory Update | April 2015

30th April 2015

By Hiroshi Narushima, Jessica van Rooy, Sally Randall

Welcome to the latest update from Gilbert + Tobin’s Corporate Advisory team. In this issue: Final report of the statutory review of the Personal Property Securities Act 2009 (Cth) released, ASX consults to facilitate dual listings by NZ companies, The ANZ bank fees case.

21st April 2015

Regulation of complex products

21st April 2015

By Peter Reeves, Georgina Willcock

In this update, in a context where the performance issues surrounding the Australian financial advice industry are well-publicised, we summarise the steps that have been taken to improve adviser accountability generally and ASIC’s additional proposals in relation to complex product regulation.

7th April 2015

Taxation of employee share schemes – legislation before Parliament

7th April 2015

By Andrew Sharp

On 25 March a bill amending the taxation of employee share schemes was tabled before Parliament, and provide for welcome improvements to the Exposure Draft legislation released in January.

31st March 2015

Corporate Advisory Update | March 2015

31st March 2015

By Hiroshi Narushima, Jessica van Rooy, Sally Randall

Welcome to the latest update from Gilbert + Tobin’s Corporate Advisory team. In this issue: Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015 (Cth) now in force, ASIC consults on collective action by investors, ASX consults on proposed clarification of its continuous disclosure guidance.

19th March 2015

Asia Region Funds Passport

19th March 2015

By Peter Reeves, Georgina Willcock

Special Counsel Peter Reeves and Lawyer Georgina Willcock provide an overview of The Asia Region Funds Passport (Passport) – an initiative to facilitate the offer of interests in certain collective investment schemes (CIS) established in Passport member economies to investors in other Passport member economies.

16th March 2015

Crowd Sourced Equity Funding – update 16 March 2015

16th March 2015

By Peter Reeves, Richard Davey

The Australian Treasury has recently published its discussion paper, Crowd-sourced Equity Funding, drawing on submissions relating to CAMAC’s proposals (see our previous update) and the existing New Zealand regulatory framework for crowd funding.

2nd March 2015

Institutional shareholder activism: new draft guidance from ASIC provides a refresher on association

2nd March 2015

By Craig Semple, Nirangjan Nagarajah, Wendy Hsu

Consistent with global trends, shareholder activism, particularly by institutional investors, has been on the rise in Australia, grabbing headlines in the recent times.

26th February 2015

Corporate Advisory Update | February 2015

26th February 2015

By Hiroshi Narushima, Jessica van Rooy, Sally Randall

Welcome to the latest update from Gilbert + Tobin’s Corporate Advisory team. In this issue: ASIC issues a stop order on pre-prospectus publications by Bitcoin Group Limited, ASX revises Guidance Note 27 on trading policies and the Government seeks to strengthen Australia’s foreign investment framework.

23rd February 2015

Nexus Energy Limited

23rd February 2015

By Dominic Emmett, David Clee, Colleen Platford, Nicholas Edwards, Ryan Turner

Justice Black has confirmed in his written reasons for judgment in Re Nexus Energy Ltd (subject to deed of company arrangement) [2014] NSWSC 1910 (Nexus) the utility of section 444GA to achieve debt for equity restructures of listed companies.

20th February 2015

M+A Perspectives – February 2015

20th February 2015

By David Clee, James Nguyen, Tim Gordon, Wendy Hsu

In this issue of M+A Perspectives we discuss the Takeovers Panel’s decision in Yancoal Australia Limited [2014] ATP 24 and the recent decision in Careers Australia Group Limited 03 [2015] ATP 1.

17th February 2015

ASIC issues stop order on pre-prospectus publications by Bitcoin Group Limited

17th February 2015

By Tim Gordon, Reuben van Werkum

On 13 February ASIC issued a stop order prohibiting Bitcoin Group Limited (a Bitcoin miner) from publishing statements concerning its intention to make an initial public offering of its shares on the ASX until it has formally lodged a prospectus.

4th February 2015

ASX revises Guidance Note 27 on Trading Policies

4th February 2015

By Adam D'Andreti, Jessica van Rooy, Sean Meehan

On 30 January 2015, the ASX revised its Guidance Note 27 on trading policies (Revised Guidance) in light of market developments since the last update in 2012.

30th January 2015

Corporate Advisory Update | January 2015

30th January 2015

By Jessica van Rooy, Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments during November 2014 to January 2015, particularly relevant to in-house counsel.

4th December 2014

Crowd Sourced Equity Funding

4th December 2014

By Peter Reeves, Richard Davey

The Corporations and Markets Advisory Committee (CAMAC) has recently presented its report, Crowd sourced equity funding, to the Federal Treasury, proposing options for regulating crowd sourced equity funding (CSEF) in Australia.

19th November 2014

Corporate Advisory Update – November 2014

19th November 2014

By Jane Hogan, Sally Randall

Welcome to the latest update from Gilbert + Tobin’s Corporate Advisory team.

The update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

18th November 2014

Corporate Advisory Update – October 2014

18th November 2014

By Jane Hogan, Sally Randall

Welcome to the latest update from Gilbert + Tobin’s Corporate Advisory team.

The update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

11th November 2014

ASIC facilitates employee incentive schemes with new class orders

11th November 2014

By Mindy Bonomelli, Eugene Tse, Jessica van Rooy

Offers under employee incentive schemes can trigger a range of obligations under the Corporations Act 2001 (Cth) in relation to disclosure and on-sale, financial services licensing, advertising, hawking and the incidental operation of a managed investment scheme.

15th October 2014

New ASIC class order to facilitate offers of CHESS depository interests

15th October 2014

By Adam D'Andreti, Madeleine Brett-Williams

On 13 October 2014, ASIC released Regulatory Guide 253 (RG 253) to provide guidance about the application of the Australian prospectus and financial services licensing requirements in connection with offers of CHESS depository interests (CDIs) over securities of a foreign company.

3rd October 2014

Corporate Advisory update – September 2014

3rd October 2014

By Ryan Turner, Sally Randall

Welcome to the latest update from Gilbert + Tobin’s Corporate Advisory team. The update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

1st September 2014

The International Investigations Review – Australian Chapter

1st September 2014

By Elizabeth Avery, Peter Feros

Rani John, Elizabeth Avery and Peter Feros have contributed the Australian chapter of the fourth edition of The International Investigations Review. The chapter gives an overview of the investigatory powers of the ACCC, ASIC and the ATO and outlines significant developments in enforcement matters in Australia. To download an eBook or PDF version of the entire fourth edition of The International Investigations Review, please visit: http://thelawreviews.co.uk/download/edition/1034/the-international-investigations-review/

27th August 2014

The Takeovers Panel provides guidance on intention statements and matching rights in Ambassador Oil

27th August 2014

By David Clee, Madeleine Brett-Williams

The recent decision of the Takeovers Panel in Ambassador Oil and Gas Limited 01 [2014] ATP 14 (Ambassador 01) provides guidance to the market on the Takeover Panel’s current approach to intention statements and matching rights.

26th August 2014

Corporate Advisory Update | August 2014

26th August 2014

By Jane Hogan, Sally Randall

Welcome to the latest update from Gilbert + Tobin’s Corporate Advisory team. The update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

19th August 2014

State of the M&A nation: 2014 mid-year update

19th August 2014

By Neil Pathak, Craig Semple, Peter Cook, Andrew Bullock

The first half of 2014 has definitely brought more smiles to dealmakers faces than for many a year. Increased confidence, less uncertainty and economic conditions making internal rates of return on M&A activity more attractive has significantly improved the M&A landscape in Australia. But will this trend continue?

29th July 2014

Corporate Advisory Update | July 2014

29th July 2014

By Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

25th July 2014

Takeovers Panel issues an updated Guidance Note 12 on Frustrating Action

25th July 2014

By Adam D'Andreti, Alastair Corrigall

On 18 July 2014, the Takeovers Panel released the fourth issue of Guidance Note 12: Frustrating Action. The amended GN12 adds a new matter that the Takeovers Panel will have regard to in considering whether a target company has engaged in frustrating action that constitutes “unacceptable circumstances”.

1st July 2014

Mirabela Nickel Ltd

1st July 2014

By Dominic Emmett, David Clee, Nicholas Edwards

We discuss the recent decision in relation to Mirabela Nickel Limited that was before the Supreme Court of New South Wales.

24th June 2014

Corporate Advisory Update | June 2014

24th June 2014

By Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

5th June 2014

Anti-money laundering – new customer due diligence requirements

5th June 2014

By Peter Reeves

The Australian Transaction Reports and Analysis Centre (AUSTRAC) has announced new customer due diligence requirements through Anti-Money Laundering and Counter-Terrorism Financing Rules Amendment Instrument 2014 (No. 3) which makes several changes to the Anti-Money Laundering and Counter-Terrorism Financing Act 2006.

3rd June 2014

ASIC releases report on handling of confidential information

3rd June 2014

By Sarah Turner, Adam D'Andreti, Alex Kauye, Katie Webb

ASIC has released a report containing recommendations about the handling of confidential, market-sensitive information in the context of analyst briefings and unannounced, market-sensitive corporate transactions. The report follows a review by ASIC of market practice and builds on previous guidance provided by ASIC and key industry bodies.

30th May 2014

Analyst briefings – ASIC’s latest enforcement focus

30th May 2014

For the past year the Australian Securities and Investments Commission (ASIC) has been monitoring how companies disclose information to market analysts. The corporate, markets and financial services regulator has foreshadowed legal action against companies and market analysts it identifies as having breached market trading rules. In this broadcast, regulatory enforcement specialist Rani John examines ASIC’s recent report about practices in analyst briefings, risks that companies and advisers should be aware of, particular practices that ASIC is critical of and expected further activity from ASIC in this area.

28th May 2014

Corporate Advisory Update May 2014

28th May 2014

By Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

28th April 2014

Corporate Advisory Update April 2014

28th April 2014

By Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

31st March 2014

Third edition of the Corporate Governance Principles and Recommendations released

31st March 2014

By Mindy Bonomelli, Julie Athanasoff

The ASX Corporate Governance Council has released the third edition of its Corporate Governance Principles and Recommendations. Read here for the key changes.

24th March 2014

Corporate Advisory Update March 2014

24th March 2014

By Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

10th March 2014

Getting the Deal Through – 2014 Private Equity Funds

10th March 2014

By Adam Laura, Deborah Johns, Peter Feros

Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2014. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2014, (published in February 2014; contributing editors: Casey Cogut and William Curbow of Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com.

10th March 2014

Getting the Deal Through – 2014 Private Equity Transactions

10th March 2014

By Rachael Bassil, Peter Cook

Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2014. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2014, (published in February 2014; contributing editors: Casey Cogut and William Curbow of Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com.”

25th February 2014

Corporate Advisory Update February 2014

25th February 2014

By Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

18th December 2013

Corporate Advisory Update December 2013

18th December 2013

By Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

4th December 2013

Timely reminders from the Takeovers Panel: debt deals aren’t off limits, but shareholder rights might be…

4th December 2013

By David Clee, Alex Kauye

We discuss two recent decisions of the Takeovers Panel: Billabong International Limited and RHG Limited.

4th December 2013

Taking Private Equity Public: is floating the fund manager itself a viable strategy in Australia?

4th December 2013

By Hiroshi Narushima, Andrew Bullock

The current momentum behind IPO exits by private equity funds of their portfolio companies had us thinking whether an Australian private equity fund manager might consider floating itself?

4th December 2013

M+A Perspectives – December 2013

4th December 2013

In this month’s issue of M+A Perspectives we look at the current momentum behind IPO exits by private equity funds and two decisions by the Takeovers Panel, Billabong International Limited and RHG Limited.

23rd October 2013

October Corporate Advisory Update – 2013

23rd October 2013

By Jane Hogan, Sally Randall

The update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

19th September 2013

September Corporate Advisory Update – 2013

19th September 2013

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

19th September 2013

M+A Perspectives – September 2013

19th September 2013

In this month’s edition we look at equity derivatives in the spotlight again and Coppermoly Limited [2013] ATP 8 underwritten rights issues.

10th September 2013

Coppermoly Limited [2013] ATP 8: Underwritten rights issues – insufficient disclosure and a failure to take reasonable steps to minimise control impact

10th September 2013

By Sarah Turner

The Takeovers Panel has made a declaration of unacceptable circumstances in relation to Coppermoly Limited’s (Coppermoly) 1 for 4 non-renounceable entitlement offer (Rights Issue), which was fully underwritten by Jelsh Holdings Pty Ltd (Jelsh). It was alleged that the structure of the Rights Issue, if it proceeded, would enable Jelsh to become Coppermoly’s largest shareholder, contrary to section 602.

10th September 2013

Equity derivatives in the spotlight again

10th September 2013

By Peter Cook, Ros O'Mally, Alex Kauye

This update looks at the equity derivative used by DEXUS Funds Management (in its capacity as responsible entity of DEXUS Office Trust) (DEXUS) to secure a 14.9% stake in Commonwealth Property Office Fund (CPOF), and the dispute that arose in relation to the disclosure of hedging arrangements put in place by DEXUS.

20th August 2013

Proposed third edition of the Corporate Governance Principles and Recommendations and governance-related changes to ASX Listing Rules and Guidance Note 9

20th August 2013

By Mindy Bonomelli, Julie Athanasoff

On 16 August 2013, the ASX Corporate Governance Council (Council) issued a consultation paper seeking comments on a proposed third edition of its Corporate Governance Principles and Recommendations (P&R). We discuss the proposed changes.

13th August 2013

Antitrust spotlight continues on private equity firm bidding practices

13th August 2013

By Elizabeth Avery, Luke Woodward, Genevieve Rahman

Following the recent case in Australia (Norcast S.ar v Bradken Limited (No 2) [ 2013 ] FCA 235 (appeal pending to be heard over four days from 4 November 2013) alleging anti-competitive bid arrangements between private equity firms, similar issues continue to rise to prominence under US antitrust laws as well.

24th July 2013

July Corporate Advisory Update – 2013

24th July 2013

By Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.

28th June 2013

What is an “artificial price”? The High Court rules on market manipulation

28th June 2013

By David Clee

On 27 June 2013 the High Court handed down its unanimous decision in Director of Public Prosecutions (Cth) v JM [2013] HCA 30, regarding the meaning of the phrase “artificial price” in s 1041A of the Corporations Act 2001.

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