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Legislation and proposed legislation - December 2017
A round up of key relevant legislation, enacted or proposed, over the last month including the new whistleblower protection Bill, the draft CSEF regulations for proprietary companies and the higher investment thresholds for Singapore investors.
In this issue, you will find:
- Whistle while you work – Whistleblowing…. culture, confidentiality and change
- Draft regulations for crowd-sourced equity funding for proprietary companies
- Higher foreign investment thresholds now apply to Singapore investors
Australia’s existing whistleblower protection laws have been heavily criticised due to gaps in the legal framework, their limited scope and their complexity. The draft Treasury Laws Amendment (Whistleblowers) Bill 2017 (Bill) aims to address at least the first two criticisms. The Bill creates a consolidated whistleblower protection regime in the Corporations Act 2001 (Cth) to cover misconduct in the corporate, financial and credit sectors as well as a broadly equivalent taxation whistleblower protection regime in the Taxation Administration Act 1953 (Cth) to protect those who expose tax misconduct.
The new protection regimes will apply to whistleblower disclosures received from 1 July 2018.
Following the introduction of the Corporations Amendment (Crowd-sourced Funding for Proprietary Companies) Bill 2017 into Parliament on 14 September 2017, the Government has now released exposure draft regulations which provide further detail on the extension of the crowd-sourced funding (CSF) framework to proprietary companies.
The exposure draft regulations:
- clarify that proprietary companies with one or more CSF shareholders are only exempt from the takeover rules in section 606 of the Corporations Act 2001 (Cth) (Act) while the company is eligible to make a CSF offer;
- modify the application of the unsolicited offer provisions in Division 5A of Part 7.9 of the Act in relation to any securities of a proprietary company that is an eligible CSF company and has one or more CSF shareholders;
- simplify the structure and content of CSF offer documents for proprietary and public companies;
- prescribe additional content requirements for CSF offer documents relating to proprietary companies; and
- require CSF intermediaries to check identification documents for all the directors and senior managers of proprietary and public companies making CSF offers.
Submissions on the draft regulations are due by 2 February 2018.
See Treasury’s media release dated 11 December 2017.
Higher foreign investment thresholds now apply to Singapore investors
Following amendments to the Singapore-Australia Free Trade Agreement agreed on 13 October 2016, the Foreign Acquisitions and Takeovers Amendment (Amendments of Singapore-Australia Free Trade Agreement) Regulations 2017 commenced on 1 December 2017.
The Regulations amend the definition of ‘agreement country’ in section 5 of the Foreign Acquisitions and Takeovers Regulation 2015 to include Singapore. The effect is that Singapore investors are now subject to the following higher threshold of $1,094 million that already apply to investors from Japan, the Republic of Korea and China for acquisitions of:
- developed commercial land (the threshold remains at nil for vacant commercial land); and
- non-sensitive businesses and entities (the threshold for sensitive businesses remains at $252 million).
The threshold for acquisitions of agricultural land has been reduced from $50 million to $15 million on a cumulative basis (in line with most other countries).
The threshold of $55 million for agribusiness investments remains unchanged.
As with other ‘agreement countries’, the higher thresholds do not apply to Singapore ‘foreign government investors’ and only apply where the immediate acquirer is based in Singapore and there are no non-Singapore interposed vehicles between the immediate acquirer and the ultimate acquirer.