24th April 2013
April Corporate Advisory Update – 2013
By Rachel Launders, Jane Hogan, Sally Randall
This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.
Corporate Advisory
3rd April 2013
M+A Perspectives – March 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
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
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
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
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
By Peter Cook, Rachael Bassil, Sarah Duerdoth
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
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
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
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
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
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
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
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”
By Sarah Turner, Jessica Karasinski
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
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
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
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
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?
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
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
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?
By Rachel Launders, Andrew Floro, Gail Spark, 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
By David Clee, Alex Brown, 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?
By Neil Pathak, Sarah Duerdoth, 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
In this month’s edition we look at takeover law reform and the Takeovers Panel decision in Mission NewEnergy Limited.
24th October 2012
October Corporate Advisory Update
By Rachel Launders, Jane Hogan, Caryn Sandler
The update provides a summary of key recent legal developments, particularly relevant to in-house counsel.
17th October 2012
Review of ASX Listing Rules Continuous Disclosure Guidance Note
By John Williamson-Noble, David Clee, Alex Brown
On 17 October 2012 ASX released for public discussion proposed revisions to Listing Rule Guidance Note 8 (Continuous Disclosure: Listing Rule 3.1). These revisions have been undertaken in an effort to assist ASX listed entities in the understanding of their continuous disclosure obligations under the Listing Rules. The revised guidance note, which has been released in conjunction with minor changes to Listing Rules 3.1 and 3.1B, provides enhanced guidance in a number of areas.
3rd October 2012
Austock Group Limited [2012] ATP 12: Panel takes a dim view of unfunded bid
By David Clee
Mariner Corporation Limited (Mariner) announced an intention to make an off-market takeover bid for Austock Group Limited (Austock) on 25 June 2012.
3rd October 2012
Revised reserve and resource disclosure rules: what really lies beneath?
By Matt Baumgurtel, Chris Flynn, Ben Macdonald
On 18 September 2012 the ASX released for public comment proposed changes to the ASX Listing Rules and Guidance Notes relating to Reserve and Resource Disclosure Rules for Mining and Oil & Gas Companies. These changes follow extensive consultation with industry and other key stakeholders and have been released in conjunction with revisions to the JORC Code.
3rd October 2012
Warranty and Indemnity insurance
By Andrew Bullock, Hiroshi Narushima
We provide and update on warranty and indemnity insurance in Australia.
3rd October 2012
M+A Perspectives – September 2012
In this month’s edition we look at warranty and indemnity insurance in Australia, revised reserve and resource disclosure rules and the decision of the Takeovers Panel in Austock Group Limited [2012].
26th September 2012
September Corporate Advisory Update
By Rachel Launders, Jane Hogan, Sally Randall
The update provides a summary of key recent legal developments, particularly relevant to in-house counsel.
21st September 2012
Proposed New Reporting Framework for ASX Listed Mining and Oil & Gas Companies
ASX has released proposed changes to the ASX Listing Rules, and associated Guidance Notes, applicable to reserves and resources reporting by ASX-listed mining and oil & gas companies.
31st August 2012
Experts – not untouchable but respect their expertise
The Takeover Panel’s recent decision in Minemakers Limited 02 ATP 13 shows that, while an independent expert’s report can be challenged through the Takeovers Panel, the expert’s report must be patently incorrect or unreasonable, or the independence of the expert must be compromised, before the Takeovers Panel will intervene. This outcome was confirmed following an application for review.
31st August 2012
Takeover approaches: To disclose or not to disclose
By Neil Pathak, Alex Brown, Roisin Kennedy
Directors in receipt of a confidential takeover approach often face a difficult decision whether to disclose it or not. That decision can have serious ramifications for the company’s share price and media and regulatory scrutiny. The recent trend seems to be towards early disclosure of takeover approaches – we question whether that is actually a good thing for shareholders and also market integrity.
31st August 2012
M+A Perspectives – August 2012
In this month’s edition we examine whether to disclose or not disclose in response to receiving a takeover approach and consider the implications of a recent Takeovers Panel decision for hostile bidders wishing to challenge alleged defects in an independent expert’s report.
23rd August 2012
August Corporate Advisory Update
By Rachel Launders, Jane Hogan, Sally Randall
The update provides a summary of key recent legal developments, particularly relevant to in-house counsel.
31st July 2012
Need for speed: ASX proposes changes to abbreviate the traditional rights issue timetable and provides a leg-up for small cap raisings
By Amy Knox, Adam D'Andreti, Rachael Bassil
As part of its wider package of reforms to the regulation of capital raisings by ASX-listed entities, ASX has announced a proposal to shorten the standard timetable for traditional entitlement offers by up to two weeks, and changes that have the effect of reducing the spread requirements and increasing the ability of small caps to raise capital.
31st July 2012
M+A Perspectives – July 2012
In this month’s edition we pause for a mid-year reflection on the State of the M+A Nation and consider the likely impact on traditional and accelerated rights issues of changes to the traditional rights issue timetable proposed by ASX.
24th July 2012
July Corporate Advisory Update
By Jane Hogan, Rachel Launders
The update provides a summary of key recent legal developments, particularly relevant to in-house counsel.
4th July 2012
An overview of greenshoes and market stabilisation in the Australian market
By Rachael Bassil, Adam D'Andreti
Since 1997, post-offer market stabilisation, or, as it is colloquially described, “greenshoes” have been features of large IPOs in Australia. The use of market stabilisation in large offerings remains an important consideration, especially given ongoing volatility in Australian and international capital markets. However, limitations in the Australian regulatory regime make it challenging to adopt stabilisation in anything other than large IPOs. The legal and regulatory issues associated with greenshoes should be understood by anyone contemplating a significant offering or sale.
4th July 2012
Putting your money where your mouth is: is there a case for a “put up or shut up rule” in Australia?
By Andrew Bullock, David Clee, Amy Knox
The recent public tussle between the board of Spotless and Spotless’ suitors at Pacific Equity Partners led to a number of market participants and commentators to call for Australia to strengthen targets’ arms by introducing a form of the UK’s “put up or shut up” rule. So is more regulation required?
4th July 2012
M+A Perspectives – June 2012
This month looks at the UK’s “put up or shut up” rule, an overview of greenshoes and market stabilisation in the Australian market, and the ASX’s consultation process for the reporting requirements for Australian resources companies.
26th June 2012
June Corporate Advisory Update
By Rachel Launders, Jane Hogan
This update provides a summary of key recent legal developments, particularly relevant to in-house counsel.
1st June 2012
Stopped from bidding when you didn’t agree to stand still – an interesting US case
A recent decision of the Delaware Court of Chancery, which is the leading US court on company law cases, provides a timely reminder for parties to potential M+A transactions that care needs to be taken in drafting confidentiality agreements to avoid unintended limitations on future conduct.
1st June 2012
Collateral benefits in schemes of arrangements
The recent merger of Whitehaven Coal Limited (Whitehaven) and Aston Resources Limited (Aston) has put collateral benefits in schemes of arrangement back on the radar.
1st June 2012
M+A Perspectives – May 2012
In this month’s edition we consider collateral benefits in schemes of arrangement and a recent US case of interest to prospective hostile bidders.
23rd May 2012
May Corporate Advisory Update
By Jane Hogan, Rachel Launders
This update provides a summary of key recent legal developments, particularly relevant to in-house counsel, on Legislation, ASIC, ASX and Cases.
23rd May 2012
Diversity, are you ready?
By Gail Spark, Mindy Bonomelli, Julie Athanasoff
In this article, we look at practical steps you can take to ensure you report adequately against the diversity related recommendations introduced to the ASX Corporate Governance Principles and Recommendations 2nd edition (Principles and Recommendations), with a particular focus on establishing and disclosing measurable objectives for achieving gender diversity.
