Our most recent Mergers & Acquisitions articles are listed below:
02 July 2008
CAMAC bids farewell to Everest and considers the hostile scheme
The Australian Government’s Corporations and Markets Advisory Committee (CAMAC) has released its long-awaited Discussion Paper entitled ‘Members’ schemes of arrangement’.
02 July 2008
Avoid disclosure delay or be prepared to pay
Rio Tinto Limited (Rio Tinto) has recently paid a penalty of $100,000 to ASIC because their opinion on whether information ceased to be within the confidentiality carve-out to the continuous disclosure rule differed to ASIC’s by one hour and 12 minutes.
02 July 2008
Tips for the two-tier tango
Several recent bids have put the spotlight back on the two-tier takeover offer structure.
26 May 2008
In the matter of Mount Gibson Iron Limited: the Takeovers Panel examines allegations of association affecting control
In the Takeovers Panel’s recent decision in Mount Gibson Iron Limited [2008] ATP 4, the Panel considered an alleged association between an existing shareholder holding 20.19 per cent of Mount Gibson and the purchaser of a third party’s 19.7 per cent stake in Mount Gibson.
26 May 2008
Collateral benefits
On 14 April 2008, the Takeovers Panel published Guidance Note 21: Collateral Benefits. The Guidance Note was issued to assist market participants to understand the Panel’s approach to collateral benefits in light of recent Panel decisions, including the Panel’s decision in Becker Group Limited [2007] ATP 13 in September last year.
26 May 2008
No public scheme proposals please – we’re British
A person who ‘publicly proposes’ to make a takeover bid must make the bid within two months, on terms at least as favourable as the public proposal (section 631).
30 April 2008
Deal protection and takeover avoidance in schemes
Several recent scheme cases have revisited issues surrounding lock-up devices, as well as the application of the takeover avoidance provisions of subsection 411(17), in mergers by way of scheme.
30 April 2008
Equity derivatives disclosure guidance finalised
Late last year, the Takeovers Panel released a draft Guidance Note and Discussion Paper dealing with the disclosure of equity derivatives (see the September 2007 M&A Newsletter article by Neil Pathak and Sheena Loi).
30 April 2008
Excluding liability for consequential loss in M&A deals
Following American practice, clauses excluding liability for consequential loss have become commonplace in agreements for the acquisition of shares and businesses. Such exclusion for loss does not fit easily within the traditional categories of loss recoverable under Australian law, with the result that it had been unclear what the term ‘consequential loss’ meant and how the courts would interpret it.
31 March 2008
Is a last minute extension always unacceptable?
The Takeovers Panel’s (the Panel) consideration of circumstances arising from Zinifex’s bid for Allegiance Mining raises questions about market practice in Australia for bidders to announce extensions at, or very close to, the end of an offer period.
31 March 2008
Indecent disclosure – how much is reasonable in the current market?
The trend towards transparency in Australian M&A deals and equity markets is gaining momentum following the recent volatile market conditions, with regulators stepping up their efforts to extract greater disclosure of interests in securities.
29 February 2008
New deal structure comes out of Primary and Symbion battle
The traditional thinking has been that when a company effects a demerger, the demerger has to be implemented by a scheme of arrangement. A scheme of arrangement is used so that overseas shareholders, whose laws don’t allow them to receive their shares, can be treated differently from the other shareholders and receive cash.
29 February 2008
Sovereign funds in the spotlight
In an environment of tightly constrained equity and debt markets, attention has suddenly swung to sovereign funds as a source of M&A deal flow.
29 February 2008
To vote or not to vote? That is the question…
…that may well face investors if the ASX proposal to allow the issue of non-voting shares is implemented. This article examines the issues of shareholder protection this proposal raises and queries whether non-voting shares are workable or appropriate within the current legislative framework.
31 January 2008
Schemes Takeovers and Himalayan Peaks
Schemes of arrangement have been used successfully to achieve some of Australia's largest corporate mergers, yet they remain controversial. Schemes, Takeovers and Himalayan Peaks, co-written by Freehills partner Tony Damian, explores the use of schemes of arrangement to effect change of control transactions.
07 January 2008
Top 10 M&A developments in 2007
A list of the top 10 M&A developments in 2007.
13 December 2007
Stop Press — The Panel lives on: High Court upholds Panel powers
The High Court has, this morning, ruled that the Takeovers Panel was validly given the power to declare that circumstances are unacceptable because they involve a contravention of Chapter 6, 6A, 6B or 6C. While the High Court has not yet published its reasons for this ruling, it is implicit in the ruling that the Panel’s powers to make declarations of unacceptable circumstances in other cases are also valid.
30 November 2007
A big year for schemes
There is little doubt that 2007 has been a big year for schemes. Within the context of that year, Friday 9 November 2007 was itself a significant day. In the historic surrounds of the Old High Court building in Melbourne, Justice Robson of the Victorian Supreme Court approved the country’s biggest ever scheme, that of Coles Group.
30 November 2007
ASIC releases guidance on independent expert report
On 30 October 2007 ASIC released two regulatory guides updating its previously published policies regarding expert reports. Regulatory Guide 111 sets out ASIC’s updated policy on the content of expert reports, while Regulatory Guide 112 sets out its current policy on the independence of experts that prepare expert reports.
30 November 2007
The ‘Aussie Axe’ – interesting but unacceptable
The Takeovers Panel has recently handed down another decision in the long-running battle for control of Consolidated Minerals Limited, this time dealing with the innovative ‘matching’ or ‘top-up’ structure in the bid by Pallinghurst Resources Australia Limited.
