11th May 2012
By Michael Blakiston, Claire Boyd, Chris Flynn, David Martino, Hayley McNamara
In a welcome move this week the Department of Mines and Petroleum of Western Australia (DMP) announced its plans to reform the environmental regulatory approvals process that currently apply to onshore minerals and oil and gas operations.
9th May 2012
By Hanh Chau, Peter Feros, Dragan Misic
In this special Gilbert + Tobin tax publication, we outline the key tax measures which have been announced by the Government in the 2012-13 Budget.
7th May 2012
By Matt Baumgurtel, Chris Flynn
On 1 May 2012, the New South Wales Legislative Council General Purpose Standing Committee no.5 (Committee) released its report (Report) on certain environmental, economic and social aspects of the coal seam gas (CSG) industry in NSW.
7th May 2012
By Andrew Floro, Rachel Launders, Kate Meikle, Gail Spark
The High Court handed down two decisions on the James Hardie case last Thursday, which raise some interesting issues for companies and senior management, on how ASIC can be expected to conduct civil penalty proceedings, and potential exposure for senior management who may, without realising it, have liability as an “officer”, because of the role they carry out.
2nd May 2012
The Full Federal Court has overturned the trial judge’s decision in the Optus TV Now case, involving a service whereby Optus customers could have TV broadcasts recorded and played back later on mobile devices (National Rugby League Investments Pty Ltd v Singtel Optus Pty Ltd [2012] FCAFC 59).
30th April 2012
By Kobi Devenish, Rachel Launders
Guidance Note 17 – Rights Issues (GN 17) sets out the approach adopted by the Takeovers Panel (the Panel) in relation to rights issues that have the potential to affect control. The recent decision by the Panel in Real Estate Capital Partners USA Property Trust [2012] ATP 6 (Real Estate Capital Partners), in which a declaration of unacceptable circumstances was made, has confirmed the approach of the Panel as set out in GN 17 and reinforced the need for directors to take all reasonable steps to mitigate the potential control impact of a rights issue.
30th April 2012
The payment of special and ordinary dividends prior to completion of public company takeovers has been a common theme in many recent transactions. A significant attraction for shareholders is the opportunity to access franking credits in the target which, in certain circumstances, may not be of significant benefit to an acquirer (eg private equity fund acquirers and non-residents in treaty countries which benefit from low or nil dividend withholding tax rates).
30th April 2012
In this month’s edition we consider the benefits of paying a special dividend in the context of a public M&A transaction, and highlight the Takeovers Panel’s continuing interest in rights issues that may have an impact on control.
27th April 2012
By Elizabeth Avery, Gina Cass-Gottlieb, Moya Dodd, Paula Gilardoni, Simon Snow, Peter Waters, Luke Woodward
This update provides a summary of the latest competition developments in legislation , cases and ACCC activity.
11th April 2012
Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2012. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2012, (published in February, 2012; contributing editor: Casey Cogut, Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com
11th April 2012
Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2012. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2012, (published in February, 2012; contributing editor: Casey Cogut, Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com
3rd April 2012
Our Tracker aims to capture and comment on what is happening now in regulation of the content, carriage, data and ebusiness sectors. The last year has seen regulatory change in the areas covered in Tracker that is unprecedented in Australia. The pace and complexity of regulation in these sectors is still increasing. We try to identify emerging issues, trends and linkages and highlight international developments impacting electronic business.
29th March 2012
Click here to listen to Alex Danne, Project financing specialist together with lawyers Vanessa Prowse and Daniel Yim discuss the effect of the new PPSA legislation on security interests in mining equipment.
29th March 2012
Despite the recent improvement in Australian M&A activity, a number of strategically sensible transactions are still not getting done because of the inability of the parties to agree on price. In recognition of these volatile economic times acquirers will often take a conservative approach to placing value on the future performance of a company, while target companies are still trying to achieve the highest value for their shareholders, leading to a potential price gap between the parties.
29th March 2012
By Jordan Kent, Rachel Launders
Recent moves by the Australian Securities Exchange (ASX) and the Australian Securities and Investments Commission (ASIC) will make it easier for small to mid cap companies to raise equity.
29th March 2012
By Rachael Bassil, Peter Cook, Nirangjan Nagarajah
The Takeovers Panel’s recent decisions in the matter involving Ludowici Limited serves as a timely reminder to all takeover participants of the importance of taking care with public statements in relation to a takeover bid or scheme of arrangement.
29th March 2012
In this month’s edition we consider the Takeovers Panel’s most recent comments on “Truth in Takeovers” in the context of a live auction, promising signs from ASX and ASIC for fundraising by small to mid cap companies, and recent trends in the use of contingent consideration in control transactions.
27th March 2012
By Stuart Brady, Andrew Floro, Paul McDonald
From Monday 26 March 2012 the Equity Division of the Supreme Court of New South Wales will not make orders for the discovery of documents in Court proceedings until the parties have served their evidence, unless there are exceptional circumstances necessitating such disclosure.
22nd March 2012
By Jane Hogan, Rachel Launders, Kathy Zgouras
This update provides a summary of key recent legal developments, particularly relevant to in-house counsel, on Legislation and Cases.
21st March 2012
This month, the Association of International Petroleum Negotiators (AIPN) released the 2012 version of the Model International Joint Operating Agreement (2012 JOA). The 2012 JOA replaces the 2002 version of the Model International Joint Operating Agreement (Previous JOA).
14th March 2012
By Stuart Cormack, Alexander Danne, Ros O'Mally
As an assignee or transferee of a debt, how can you ensure complete assignment and maximise the remedies available to recover the debt (or monies representing it)? A recent High Court decision has brought this question sharply into focus, with the Court holding that the assignment of non-contractual remedies in respect of a debt is not effective unless expressly provided for.
9th March 2012
Gilbert + Tobin’s leading private equity (PE) team has been recognised in both Chambers Asia Pacific 2012 and Best Lawyers 2012, two leading independent legal surveys.
2nd March 2012
In one of his last acts as Assistant Treasurer, Senator Mark Arbib announced, on 1 March 2012, the strengthening of Part IVA of the Income Tax Assessment Act 1936. The announced measures will apply to schemes entered into or carried out after 1 March 2012. Accordingly, taxpayers are facing significant uncertainty for potentially 6 months or more as the legislation is not expected to be introduced until the spring 2012 sittings.
29th February 2012
By Deborah Johns, Kirish Kularajah
After two years at $231 million, the standard monetary threshold for notifiable transactions has increased to $244 million. Recent controversy around acquisitions by foreign persons of agricultural land in Australia has once again put Australian foreign investment rules into the spotlight, potentially impacting M&A activity in both the agribusiness and mining sectors.
29th February 2012
By David Clee, Alex Kauye
The recent decision of the Takeovers Panel (Panel) in RCL Group Limited (RCL Group) has put “poison pills” back on the radar. In RCL Group, the Panel declined to conduct proceedings in relation to the operation of a contractual right given to Torchlight Real Estate Fund Limited (Torchlight) under the terms of its corporate facility agreement with ASX-listed, RCL Group Limited (RCL).
29th February 2012
By Adam D'Andreti, Janine Ryan
There has been a strong resurgence in the hybrid securities market, which had been largely dormant since the onset of the GFC, with a number of recent issues by financial issuers (including ANZ, Westpac and Colonial) and corporate issuers (including Woolworths, Origin Energy, Tabcorp and AGL Energy).
29th February 2012
In this month’s edition we consider the strong resurgence in the hybrid securities market in Australia, recent comments on “poison pills” by the Takeovers Panel and current developments in Australia’s foreign investment rules.
14th February 2012
Following summer holidays, the Australia Day long weekend – and the sporting delights of the Australian Open final and the test series – it’s time to roll up the sleeves and return to business in earnest. The question then, is what does 2012 hold for the Australian M&A market? It’s no easy question, given the twists and turns of local and international economics, politics and financial markets of recent times. Indeed only one thing is certain: nothing is certain.
23rd January 2012
By Elizabeth Avery, Morelle Bull, Adelina Widjaja, Luke Woodward
The Australian chapter of Dominance 2012 was published as part of the Getting the Deal Through series. Accreditation: Reproduced with permission from Law Business Research Limited. This article was first published in Getting the Deal Through – Dominance 2012, (published in December, 2011; contributing editors Thomas Janssens and Thomas Wessely, Freshfields Bruckhaus Deringer). For further information please visit www.GettingTheDealThrough.com.
23rd December 2011
By Elizabeth Avery, Gina Cass-Gottlieb, Catherine Dermody, Moya Dodd, Simon Snow, Peter Waters, Luke Woodward
The Parliamentary Secretary to the Treasurer, David Bradbury, has today released the proposed price signalling regulations for consultation. After much debate, the Government’s Competition and Consumer Act Amendment Act (No 1) 2011 was recently passed to prohibit price signalling and other information disclosures, as prescribed by regulation.
21st December 2011
The Christmas shutdown period can cause a lot of claimants under the Building and Construction Industry Security and Payment Act (1999) NSW (the Act) to gain the upper hand by serving a payment claim when people are no longer in their office.
20th December 2011
By Morelle Bull, Catherine Dermody, Catherine Earles
Please click here to access the Australian chapter of Electricity Regulation 2012, that presents an overview of the government policy and legislative framework for the electricity sector in Australia. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Electricity Regulation 2012, (published in November, 2011; contributing editor: Earle H O’Donnell, White & Case LLP). For further information please visit www.GettingTheDealThrough.com.
16th December 2011
By Rani John
Click here to listen to partner Rani John discuss the Federal Court’s preliminary decision on 5 December 2011, regarding the bank fee class action against ANZ.
12th December 2011
By Andrew Floro, Matt Mackenzie
On 8 December 2011, the Federal Court has ordered that Harvey Norman pay a pecuniary penalty of $1.25 million for contraventions of the Trade Practices Act (TPA) and the Australian Consumer Law (ACL).
9th December 2011
By Jane Hogan, Rachel Launders, Kathy Zgouras
This update provides a summary of key recent legal developments, particularly relevant to in-house counsel, on Legislation and proposed legislation, ASIC, ASX and Cases.
8th December 2011
By Peter Giurissevich, Rani John, Crispian Lynch
The Federal Court has delivered its much anticipated first decision in the class action commenced by a number of customers against ANZ. In the case, the customers claim a number of bank fees are unenforceable “penalties” which ANZ should repay.
6th December 2011
Most attempts to rely on actions under the misleading and deceptive conduct provisions of the Trade Practices Act or Australian Consumer Law or the tort of passing off to prevent copying of product designs have been unsuccessful, at least where the knockoff products bore differentiating brands from the original. The recent Full Federal Court case of Bodum v DKSH Australia Pty Limitedi (Bodum), which found that copying a plunger design was misleading and deceptive conduct, has been hailed by many as indicating that the tide is turning in favour of designers.
2nd December 2011
By Andrew Floro, Colleen Platford
On 30 November 2011, the Full Federal Court discharged the injunctions granted by the primary judge on 14 October 2011 which prevented Samsung from launching its Galaxy Tab 10.1 tablet computer in Australia. The injunction prevented Samsung from launching its products in the crucial Christmas trading period and was likely to effectively prevent the particular current version of the product being launched in Australia.
1st December 2011
By Elizabeth Avery, Gina Cass-Gottlieb, Catherine Dermody, Moya Dodd, Simon Snow, Peter Waters, Luke Woodward
The Full Court of the Federal Court of Australia dismissed the ACCC’s appeal from Emmett J’s decision in Australian Competition and Consumer Commission v Metcash Trading Ltd [2011] FCA 1079, in effect giving Metcash the green light to complete its $215 million acquisition of Franklins.
30th November 2011
By David Clee, Kate Merrifield
Recent times have been challenging to say the least.
30th November 2011
By Adam D'Andreti, Ilona Roze, Rosamond Sayer
ASIC’s new guidance on prospectus disclosure
On 10 November 2011, ASIC released Regulatory Guide 228 Prospectuses: Effective disclosure for retail investors (RG 228) following industry consultation on draft guidance set out in Consultation Paper 155 (CP 155)1. The new regulatory guide contains the most comprehensive guidance provided to date by ASIC on how it will interpret [...]
30th November 2011
In our April edition of M&A Perspectives we discussed some recent Takeover Panel cases (eg ACS/Hochtief/Leighton) and some interesting potential transactions (CGNPC Uranium/Kalahari/Extract) concerning downstream acquisitions.
29th November 2011
By Julie Athanasoff, Rani John
In the recent Federal Court decision of Stratford Sun Limited v OM Holdings Limited [2011] FCA 1275, a shareholder of OM Holdings Limited (OMH), Stratford Sun Limited (SSL), unsuccessfully claimed that meeting materials provided by OMH in relation to a global offering of OMH shares and proposed dual listing of OMH on the Hong Kong Stock Exchange (HKSE) were misleading and in breach of the ASX Listing Rules.
29th November 2011
By Julie Athanasoff, Rani John
In the recent Federal Court decision of Stratford Sun Limited v OM Holdings Limited [2011] FCA 1275, a shareholder of OM Holdings Limited (OMH), Stratford Sun Limited (SSL), unsuccessfully claimed that meeting materials provided by OMH in relation to a global offering of OMH shares and proposed dual listing of OMH on the Hong Kong Stock Exchange (HKSE) were misleading and in breach of the ASX Listing Rules. The Court’s decision offers some useful guidance on the level of disclosure required in meeting materials for share offerings, particularly where allottees have not been identified at the time of the offer. Click here to read the key messages for companies and advisers.
29th November 2011
By Elizabeth Avery, Gina Cass-Gottlieb, Catherine Dermody, Simon Snow, Luke Woodward
On 25 November 2011, the Senate passed the Competition and Consumer Legislation Amendment Bill 2011 (the Bill) without amendment. Senator Xenophon moved proposed amendments to the Bill but they were not agreed.
25th November 2011
By Elizabeth Avery, Gina Cass-Gottlieb, Catherine Dermody, Simon Snow, Luke Woodward
On 24 November 2011, the Senate passed the Competition and Consumer Amendment Bill (No. 1) 2011 (Bill) with no amendments. The Bill will amend the Competition and Consumer Act 2010 to prohibit anti-competitive price signalling and will commence 6 months after it receives Royal Assent.
24th November 2011
By Rachel Launders, Carmen Wong
The two strikes rule has garnered considerable press coverage during the recent AGM season – the first since the introduction of the rule (discussed in our 23 June 2011 update).
8th November 2011
By Ben Fuller
On 8 November 2011, The Senate passed the Government’s Clean Energy Legislation without any amendments. Australia now has (after months of parliamentary debate and inquiries) a statutory ‘carbon pricing mechanism’ to regulate carbon emissions. The ‘carbon pricing mechanism’ will commence on 1 July 2012 with the starting price for carbon emissions fixed at $23 a tonne.
1st November 2011
By Elizabeth Avery, Gina Cass-Gottlieb, Catherine Dermody, Moya Dodd, Simon Snow, Peter Waters, Luke Woodward
This update provides a summary of the latest competition developments in legislation , cases and ACCC activity.
31st October 2011
In this month’s edition we consider the state of play in LBO finance markets, recent changes to ASIC’s regulatory guidance on schemes of arrangement and a recent judicial decision which provides guidance on the ability of responsible entities to unilaterally amend scheme constitutions.
