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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.

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?

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”.

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.”

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.

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.

8th August 2013

State of the M&A Nation: 2013 mid-year update

8th August 2013

Having passed the halfway point for 2013 it is an opportune time to reflect on the year to date and crystal ball gaze into the rest of the year. Here is our top 10 market and legal observations at the midpoint of 2013.

8th August 2013

M+A Perspectives – August 2013

8th August 2013

In this month’s edition we look at the State of the M&A Nation and the Federal Court decision in Kumarina Resources Limited.

8th August 2013

Voting for your own scheme acquisition: Kumarina Resources Limited

8th August 2013

By Peter Cook, Adam D'Andreti, Eugene Tse

The Federal Court has recently approved a scheme in which the votes of an acquirer’s parent company and its associate were instrumental in securing passage of a scheme under which the acquirer acquired all the shares in the scheme company. We look at the Federal Court’s decision in Kumarina Resources Limited.

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.

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

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

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.

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.

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.

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.

3rd October 2012

Austock Group Limited [2012] ATP 12: Panel takes a dim view of unfunded bid

3rd October 2012

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?

3rd October 2012

By 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

3rd October 2012

By Andrew Bullock, Hiroshi Narushima

We provide and update on warranty and indemnity insurance in Australia.

3rd October 2012

M+A Perspectives – September 2012

3rd October 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].

31st August 2012

Experts – not untouchable but respect their expertise

31st August 2012

By Rachel Launders

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

31st August 2012

By Neil Pathak

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

31st 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.

31st July 2012

State of the M+A Nation July 2012: mid year update

31st July 2012

By Neil Pathak, Peter Cook

Having reached the halfway point for 2012 it is an opportune time to reflect on the year to date and crystal ball gaze into the rest of the year.

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

31st July 2012

By 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

31st 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.

4th July 2012

An overview of greenshoes and market stabilisation in the Australian market

4th July 2012

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.

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