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31st March 2014

Third edition of the Corporate Governance Principles and Recommendations released

31st March 2014

By Mindy Bonomelli, Julie Athanasoff, Rachel Launders

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 Rachel Launders, 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 Rachel Launders, 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 Rachel Launders, 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, Noah Obradovic

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 Rachel Launders, 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, Rachel Launders

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 Rachel Launders, 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 Rani John, 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.

26th June 2013

June Corporate Advisory Update – 2013

26th June 2013

By Rachel Launders, Jane Hogan, Sally Randall

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

11th June 2013

M+A Perspectives – June 2013

11th June 2013

In this month’s edition we look at the new ASX standard timetables for entitlement offers, the M&A impacts of tax measures announced in the 2013-14 Federal Budget and Section 1322 – rescuing schemes of arrangement.

11th June 2013

New ASX standard timetables for entitlement offers – quicker offers and waivers for accelerated offers to become unnecessary from 2014

11th June 2013

By Rachael Bassil, Adam D'Andreti

After first flagging the possibility of introducing shorter timetables for “traditional” entitlement offers in 2012 and consulting on standardised timetables for accelerated entitlement offers in August 2011, ASX has released exposure draft amendments to the ASX Listing Rules.

11th June 2013

M&A impacts of tax measures announced in the 2013-14 Federal Budget

11th June 2013

By Peter Feros, Andrew Sharp

On the evening of Tuesday 14 May 2013, the Treasurer delivered his sixth Federal Budget (Budget). We discuss the key measures announced in the Budget that are relevant to M&A activity.

11th June 2013

Section 1322 – rescuing schemes of arrangement

11th June 2013

By Sarah Turner

As we know, schemes of arrangement are commonly used to implement change of control transactions involving widely held ASX listed targets. Gilbert + Tobin’s most recent review of takeover bids and scheme of arrangement transactions revealed that 55% of public market transactions with a value of over $50 million announced in 2012 were conducted by scheme of arrangement.

28th May 2013

May Corporate Advisory Update – 2013

28th May 2013

By Rachel Launders, Jane Hogan, Sally Randall

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

24th April 2013

April Corporate Advisory Update – 2013

24th April 2013

By Rachel Launders, Jane Hogan, Sally Randall

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

3rd April 2013

M+A Perspectives – March 2013

3rd April 2013

In this month’s edition we look  the Foreign Investment Review Board’s policy for 2013, which contains two important substantive changes relating to government-related entities and the types of investments by them.

3rd April 2013

FIRB policy changes for 2013

3rd April 2013

By Deborah Johns

The FIRB has released its policy for 2013, which contains two important substantive changes relating to government-related entities and the types of investments by them that require approval.

3rd April 2013

Private Equity – Transactions

3rd April 2013

By Rachael Bassil, Peter Cook

Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2013. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2013, (published in February 2013; contributing editor: Casey Cogut of Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com

3rd April 2013

Private Equity – Fund Formation

3rd April 2013

By Adam Laura, Deborah Johns, Peter Feros

Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2013. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2013, (published in February 2013; contributing editor: Casey Cogut of Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com

25th March 2013

March Corporate Advisory Update – 2013

25th March 2013

By Rachel Launders, Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel, on Legislation, ASIC, ASX and Cases.

15th March 2013

ASX formalises timetable for fast-track listing process and simplifies the application process for standard waivers

15th March 2013

By Peter Cook, Rachael Bassil

ASX has formalised its timetable for fast-track listing applications for IPOs using a pathfinder prospectus or PDS.  The timetable is consistent with the ASX’s current approach to assessing listing applications in the context of up-front bookbuild structures.

14th March 2013

ASX confirms guidance on continuous disclosure provisions

14th March 2013

By John Williamson-Noble, David Clee, Adam D'Andreti

ASX has just released the final guidance note on the continuous disclosure provisions of the ASX Listing Rules. It is due to come into force on 1 May 2013.

8th March 2013

FIRB policy changes for 2013

8th March 2013

By Deborah Johns

The Foreign Investment Review Board (FIRB) has released its policy for 2013, which contains three important substantive changes. Click to see the changes.

28th February 2013

A get out of jail free card – the reliance of Cathay Fortune on bid conditions to pull the pin on the takeover of Discovery Metals

28th February 2013

By Sarah Turner

After a prolonged period of uncertainty for shareholders and the market, Cathay Fortune Investment Limited has walked away from its A$830 million hostile takeover bid for emerging copper developer Discovery Metals Limited and the aftermath has been anything but quiet. Both bidder and target have urged ASIC to put on its agenda the improvement of policies regarding disclosure during takeover bids. The Chairman of Discovery Metals Limited has also asked for a policy position on the use of “self-defeating” bid conditions.

28th February 2013

Creditors’ schemes in the hot seat: the Nine Creditors’ Scheme of Arrangement

28th February 2013

By David Clee, Rachel Launders, Andrew Whittingham

The decision of the Federal Court in Nine Entertainment Group Limited, in the matter of Nine Entertainment Group Limited (No 1) [2012] FCA 1464 put to rest any doubt that it is possible to use a creditors’ scheme of arrangement to effect a reconstruction by a debt to equity swap.

28th February 2013

M+A Perspectives – February 2013

28th February 2013

In this month’s edition we look at the decision of the Federal Court in Nine Entertainment Group Limited, in the matter of Nine Entertainment Group Limited (No 1) [2012] FCA 1464 and Cathay Fortune to pull the pin on the takeover of Discovery Metals.

25th February 2013

February Corporate Advisory Update

25th February 2013

By Rachel Launders, Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel, on Legislation, ASIC, ASX and Cases.

4th February 2013

State of the M&A Nation: Our 2013 forecasts

4th February 2013

By Neil Pathak, Peter Cook, Andrew Bullock, Marcello Cardaci

What does 2013 hold for the Australian M&A market? Gilbert + Tobin’s 2013 State of the M&A Nation Report considers the big issues and our forecasts for the 2013 M&A market.

31st January 2013

The Panel confirms the role of a “bare trustee”

31st January 2013

By Sarah Turner

Knights Capital Group Limited’s application to the Takeovers Panel alleged that a significant shareholder’s actions in seeking to remove and appoint directors meant that the shareholder was not holding the shares as a bare trustee and therefore could not rely on the section 609(2) “bare trustee” exception to the prohibition in section 606. Having accepted an undertaking from the shareholder, the Panel considered ASIC was best placed to make further enquiries into the shareholder’s role and the bare trustee exemption.

31st January 2013

One size may not fit all: tailoring a recommendation to different investment horizons

31st January 2013

By David Clee, Alex Kauye

The approach recently taken by the independent board committee of Engenco Limited in relation to the takeover bid by Elph Pty Ltd is a timely reminder that the recommendation options available to target directors extend beyond the standard yay or nay.

31st January 2013

M+A Perspectives – January 2013

31st January 2013

In this month’s edition we look at the approach recently taken by the independent board committee of Engenco Limited in relation to the takeover bid by Elph Pty Ltd and Knights Capital Group Limited’s application to the Takeovers Panel.

17th January 2013

January Corporate Advisory Update

17th January 2013

By Rachel Launders, Jane Hogan, Sally Randall

This update provides a summary of key recent legal developments, particularly relevant to in-house counsel, on Legislation, ASIC, ASX and Cases.

5th December 2012

Federal Court upholds the Takeovers Panel’s approach to inferring associations

5th December 2012

By Sarah Turner, David Clee

In an important victory for the Takeovers Panel, the Federal Court has upheld the Panel’s decision in CMI Limited [2011] ATP 4 and in the process confirmed the legitimacy of the Panel’s practice of deciding issues of association on the basis of inferences drawn from partial evidence and patterns of behaviour.

5th December 2012

Can a nominee director be excluded from board participation during a takeover?

5th December 2012

By Peter Cook, Adam D'Andreti

One of the most difficult governance issues that can arise for a target board in the context of a potential takeover is when a substantial shareholder has a nominee director on the board. There are extremely limited rights under general law for a target to exclude such a nominee from participation in board meetings and from provision of information in connection with a defence and this needs to be borne in mind when preparing a takeover defence.

5th December 2012

M+A Perspectives – November/December 2012

5th December 2012

In this month’s edition we look at whether a nominee director be excluded from board participation during a takeover and the Federal Court’s decision in CMI Limited.

30th November 2012

November Corporate Advisory Update

30th November 2012

By Rachel Launders, Jane Hogan, Sally Randall

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

15th November 2012

Penalties imposed on James Hardie officers – what does this mean for officers?

15th November 2012

By Rachel Launders, Andrew Floro, Joshua Ehrenfeld

On 12 November, 2012, the New South Wales Court of Appeal handed down its decision on penalties for the non-executive directors and company secretary/general counsel of James Hardie Industries Ltd (JHIL) in the latest decision in this long running litigation.

5th November 2012

Lock up devices in distressed situations: the Takeovers Panel decision in Mission NewEnergy Limited

5th November 2012

By David Clee, Joshua Fast

The recent decisions of the Takeovers Panel in Mission NewEnergy Limited [2012] ATP and Mission NewEnergy Limited 01R [2012] ATP have confirmed that, while the Takeovers Panel takes the anti-competitive effects of lock-up devices very seriously, it is prepared to adopt a pragmatic approach to their acceptability when dealing with companies in severe financial distress.

5th November 2012

Takeover law reform – in the spotlight but is change really needed? and if so, will it actually transpire?

5th November 2012

By Neil Pathak, Joshua Fast

Treasury has recently issued a scoping paper in relation to takeover law reform. We discuss the areas listed for potential reform and consider whether reform is really needed given the perceived concerns and current economic and financial conditions.

5th November 2012

M+A Perspectives – October 2012

5th November 2012

In this month’s edition we look at takeover law reform and the Takeovers Panel decision in Mission NewEnergy Limited.

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