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- 20 January 2010
Focus: Productivity Commission's Final Report on executive remuneration in AustraliaIn the midst of the traditional new year holiday period, the Federal Government released the Productivity Commission's final report on executive remuneration in Australia. Allens Executive Partner Paul Quinn and Lawyer Ben Ferguson summarise the findings of the Productivity Commission and analyse its recommendations on the reporting of executive remuneration
- 14 January 2010
Focus: UK report on business and human rightsA major United Kingdom Parliamentary Committee report on business and human rights in the UK recommends that the UK Government develop a clear set of standards that UK businesses would be expected to meet in order to comply with their responsibility to respect human rights. Partner Annette Hughes, Senior Associate Rachel Nicolson and Lawyer Catie Shavin look at the report, which also calls on the UK to provide leadership on international business and human rights issues
- 11 December 2009
Focus: New guidance on US shareholder resolutionsThe US Securities and Exchange Commission has just released new guidance on shareholder proposals that relate to ordinary business matters but also focus on significant social policy issues. This guidance indicates that it will no longer be possible to exclude such proposals on the basis that they require a company to engage in an assessment of the risks and liabilities that it may face as a result of its operations. Partner Annette Hughes, Senior Associate Rachel Nicolson and Lawyer Catie Shavin review the guidance, which has been issued in time for the 2010 proxy season
- 25 November 2009
Focus: Guidance for directors on duty to prevent insolvent tradingGuidance to help directors understand and comply with their duty to prevent insolvent trading is contained in a new Australian Securities and Investments Commission consultation paper released yesterday. Partner Michael Quinlan and Lawyer Catherine Zahra report.
- 29 June 2009
Client Update: Legislating accountability - the 'Golden Handshake' BillThe Federal Government has reintroduced the Corporations Amendment (Improving Accountability on Termination Payments) Bill 2009 following a process of public consultation in response to widespread opposition to the Bill in its original form. Partner Peter Arthur looks at the key points of the legislation.
- 02 June 2009
Focus: APRA releases draft executive remuneration guidelinesLast week, the Australian Prudential Regulation Authority released proposed extensions of its prudential standards to cover remuneration, and a draft prudential practice guide on remuneration policies for financial institutions. Allens Executive Partner Paul Quinn looks at the new guidelines
- 12 May 2009
Focus: Productivity Commission reports on not-for-profit sectorAllens' Head of Pro Bono and Community Programs Nicky Friedman, Partner Niranjan Arasaratnam and Paralegal Tim Leung look at a recent issues paper by the Productivity Commission that highlights some of the matters inhibiting the efficiency and effectiveness of the not-for-profit sector.
- 11 May 2009
Focus: Executive remuneration - 'Golden Handshake' Bill releasedThe Federal Government has released a draft of new laws regulating executive termination payments for public consultation. The Corporations Amendment (Improving Accountability on Termination Payments) Bill 2009 places strict caps on termination or 'golden handshake' payments to directors and executives, and clarifies the types of payments that will form part of a termination benefit. Executive Partner Paul Quinn and Senior Associate Lisa Keohane report
- 09 April 2009
Focus: Tax implications of proposed executive remuneration reformsAmid the global recession and significant negative public sentiment against excessive executive remuneration practices, the Federal Government has mandated the Productivity Commission to examine Australia's framework for executive remuneration, including the tax treatment of equity based remuneration. In addition, the Government has proposed reforms to significantly broaden the circumstances in which shareholder approval of executive termination payments is required. Partner Sarah Bernhardt and Senior Associate Gaibrielle Germanos examine the taxation aspects of the reform proposals
- 19 March 2009
Focus: Executive remuneration - new caps on termination payments announcedIn our recent Focus: Executive remuneration - to regulate or not to regulate?, we reported on developments in the regulation of executive remuneration in Australia and around the world. The Federal Government yesterday made two key announcements which seek to clarify some of the questions that have been raised about their approach to this area. Executive Partner Paul Quinn and Lawyer Ben Ferguson report
- 18 March 2009
Client Update: Singapore reviews its corporate regulatory environmentConsistent with the Singapore Government's commitment to the evolution of a corporate regulatory framework responsive to market innovation and developments in other jurisdictions, the Ministry of Finance has convened a steering committee to review the Companies Act. Senior Associates, Ian Stewart and Krista Bowie, provide a brief overview of some of the key areas targeted for review and, possibly, amendment in the coming months
- 12 March 2009
Focus: Executive remuneration - to regulate or not to regulate?Acting on a request from the Prime Minister, the Australian Prudential Regulation Authority is set to release compulsory executive remuneration guidelines in the first half of this year. Executive Partner Paul Quinn and Lawyer Ben Ferguson report on the likely shape of these guidelines and other recent developments regarding the regulation of executive remuneration
- 02 December 2008
Focus: Corporate GovernanceIn a recent case, the Federal Court of Australia considered the validity of shareholder proxy forms that are forwarded via an intermediary to the company holding the general meeting. Justice McKerracher found that, although there is no express requirement under the Corporations Act, for practical reasons, proxy forms should be returned directly to the company holding the general meeting, rather than via an intermediate party
- 23 July 2008
Focus: Commercial LitigationThe Australian Securities & Investments Commission has just updated its regulatory guide on 'no-action letters'. This is the first major update of the policy since its release in 1996 and although it does not signal a significant shift in policy, it clarifies ASIC's approach in determining whether to issue a no-action letter and it also addresses the issue of 'class' no-action letters. Partner Matthew McLennan and Senior Associate Stephanie Wee look at Regulatory Guide 108 and what it means
- 18 July 2008
Focus: Corporate GovernanceThe Parliamentary Joint Committee on Corporations and Financial Services has inquired into the engagement and participation of shareholders in the corporate governance of companies in its report titled Better Shareholders - Better Company: Shareholder Engagement and Participation in Australia. Partner David Robb and Lawyer Jessica Choong report
- 08 April 2008
Client Update: Singapore - Mergers & AcquisitionsThe Singapore Exchange has warned directors and financial advisers of listed companies to pay particular attention to the interests of shareholders when assessing the commercial terms of acquisitions supported by profit guarantees. Partners Robert Clarke and Stefanie Yuen Thio, Senior Associate Ian Stewart and Lawyer Jonathan Teo report on the use of profit guarantees and the recommendations of the Singapore Exchange
- 28 September 2007
Focus: Dispute ResolutionThe Federal Court has again flagged difficulties associated with claims for privilege over communications between in-house lawyers and their internal clients. Partner Paul Nicols and Senior Associate Richard Harris report that the court has reiterated concerns about the ability of in-house lawyers to establish an 'appropriate' degree of independence to enable a claim for privilege to be made.
- 02 August 2007
Focus: Corporate ResponsibilityIn the wake of the Cole report on the United Nations' Oil-for-Food Programme, the Commonwealth Government introduced the International Trade Integrity Bill 2007, which seeks to strengthen Australia's response to breaches of UN sanctions and bribery of foreign officials by Australian companies and individuals. On 1 August 2007, the Senate Legal and Constitutional Affairs Committee released a report recommending that the Bill be passed.
- 28 June 2007
Client Update: Commercial LitigationThe Federal Court has rejected ASIC's charges of conflict of interest and insider trading against Citigroup. Partner Michael Schoenberg, Lawyer Alex Danne and Articled Clerk Simon Sherwood report
- 01 May 2007
Focus: Regulation & ComplianceTwo recent releases from the Australian Securities and Investments Commission give us an insight into how the regulator attempts to respond flexibly to suspected breaches of the law. For business, however, this flexibility gives rise to what will often be a difficult choice: should the business fight ASIC or compromise and accept a 'softer' penalty? Partner Guy Foster and Senior Associate Matthew McLennan look at the two procedures
- 04 April 2007
Focus: ConstructionIn response to recommendations made by the Auditor-General and recent public concerns about the efficacy of certain contracts entered into by the NSW Government, the Freedom of Information Amendment (Open Government - Disclosure of Contracts) Act 2006 (NSW) came into force on 1 January 2007. The purpose of the Act is to promote greater transparency in all contractual dealings between NSW government agencies and the private sector. Partner Leighton O'Brien and Lawyer Joel Sturgeon report
- 09 March 2007
Focus: Regulation and ComplianceThe Federal Government has recently issued three discussion papers on corporate law reform, covering the insider trading laws, the sanctions regime for Corporations Act breaches and ASIC infringement notices for continuous disclosure contraventions. Senior Associate Matthew McLennan and Partners John Warde and Richard Spurio highlight the main issues in each paper
- 22 December 2006
In the moneyIn this edition: Australian media and ownership law changes; The importance of being a financial product; Tax promoter penalty rules; and more ...
- 20 December 2006
Focus: Corporate GovernanceCompanies and their directors are unlikely to face drastic changes to the law of directors' duties to make companies more socially responsible, if (as is likely) the Federal Government accepts the latest recommendations of its Corporations and Markets Advisory Committee in its recently released report, The Social Responsibility of Corporations.
- 28 November 2006
Focus: Corporate GovernanceThe appeal to the High Court arising out of the Full Federal Court decision in Arms v Houghton 2006 FCAFC 46 is challenging the notion that where an employee engages in misleading or deceptive conduct in the course of their employment, the employee can in certain circumstances be held personally liable and cannot hide behind the corporate veil. Partner Steve Clifford and Articled Clerk Chris Carr discuss the Full Federal Court decision, the appeal and the possible implications of this case
- 24 August 2006
Focus: Insurance & ReinsuranceCompanies typically indemnify their directors for third-party claims made against them for liability arising from the performance of their duties as directors. However, a recent New South Wales Supreme Court decision suggests that some companies may be providing a broader indemnity than they realise. Partner Dean Carrigan and Senior Associate Mark Lindfield discuss the implications
- 28 July 2006
Focus: Corporate ResponsibilityA parliamentary inquiry into corporate responsibility in Australia, concluded in June, has attracted little attention despite several recent high-profile corporate collapses and scandals. The Corporate responsibility: Managing risk and creating value report that surfaced from the inquiry found that no major changes to the law were necessary.
- 20 July 2006
Focus: Corporate GovernanceThe Corporations and Markets Advisory Committee has issued its Corporate Duties Below Board Level Report. Partner Wendy Rae discusses the recommendations made in the Report
- 19 May 2006
Focus: Corporate GovernanceA recent Federal Court decision may make it easier for corporate groups to continue to benefit from widely used accounting relief. Senior Associate Gadi Bloch and Lawyer Alex Brown discuss the case and its implications
- 29 November 2005
Focus: Corporate GovernanceAustralian companies and corporate executives must stay updated on current governmental inquiries into possible reform of corporate law to enhance corporate social responsibility and 'triple bottom line' reporting. AAR Consultant, Professor Bryan Horrigan, says they should also consider making individual or industry submissions
- 23 November 2005
Focus: Commercial LitigationWe review three recent court cases that look at privilege issues and the effect on corporate practice in protecting the confidentiality of legal advice, as well as the introduction into Victorian Parliament of legislation dealing with document retention
- 28 October 2005
Focus: Corporate GovernanceA recent NSW Supreme Court decision that three former officers of GIO Insurance Limited, a subsidiary of GIO Australia Holdings Limited, breached their duties during a takeover bid by AMP Insurance Holdings Pty Ltd for GIO Australia in late 1998 further clarifies the roles and responsibilities of company executives. Lawyer Christine Swan and Partner Jon Webster report
- 01 July 2005
Focus: Corporate GovernanceThe extent to which corporate officers and other individuals may be held personally liable is considered in two recently released Corporations and Markets Advisory Committee discussion papers. Senior Associate Katrina Bobeff and Lawyer Christine Swan explain
- 24 March 2005
Focus: Anti-money launderingPartner Anna Lenahan and Lawyer Matti Bechler look at recent developments in the anti-money laundering area and provide an update on issues associated with the proposed reform of Australian anti-money laundering legislation
- 06 December 2004
Focus: Compliance & GovernanceThe newly introduced Public Administration Bill 2004 (Vic) proposes a new framework for the regulation of the Victorian public sector. The Bill will not only affect the public service but also authorities and corporations with a public function. Partner Paul Kenny and Lawyer Ann Birrell look at the changes
- 18 October 2004
Focus: Corporate GovernanceASIC has recently taken a strict approach to failures to comply with the conditions of accounting relief commonly relied upon by corporate groups. Partner Greg Bosmans and Lawyer Kaelene McLennan report that ASIC's stance may mean that many corporate groups are unwittingly ineligible for the relief
- 29 June 2004
Focus: CLERP 9The CLERP 9 amendments to the Corporations Act take effect on 1 July 2004 and bring substantial changes to the Australian corporate reporting and disclosure landscape. Senior Associate Carl Bicego and Lawyer Tim James outline transitional provisions, provide some background to the amendments, and look at the final Bill
- 24 May 2004
Focus: Funds ManagementConstitutions that include what is considered to be a fairly standard definition of 'transaction costs' and that have been lodged with, and accepted by, ASIC in the past are now being rejected, reports lawyer Janna Vynokur
- 03 May 2004
Focus: InsolvencyPartner Paul Meadows and Special Counsel Anne Ferguson review the recent Water Wheel decision in Elliott v ASIC and its impact on non-executive directors
- 19 February 2004
Focus: Corporate GovernanceCorporate governance continues to be a major issue on Australia's corporate reform agenda in 2004. Partner Richard Alcock, Senior Associate Carl Bicego and paralegal Andrew Daly report on the recent CLERP 9 developments
- 30 November 2003
Paper: CLERP 9 - missing the real issues?In two articles first published in the November edition of Company Director, the journal of the Australian Institute of Company Directors, Professor Bob Baxt looks at the proposed CLERP 9 changes and reviews some recent corporate law cases involving the ACCC
- 30 October 2003
Paper: New ACCC chairman - tougher than we thought?In two articles first published in the October edition of Company Director, the journal of the Australian Institute of Company Directors, Professor Bob Baxt looks at the likely approach of the new chairman of the ACCC, Graeme Samuel, and reviews some recent corporate law cases on use of company funds, directors' duties, and other issues.
- 28 October 2003
Focus: Continuous DisclosureThe Federal Government's proposal to empower ASIC to issue 'on-the-spot' fines raises practical issues for listed entities. Partner Greg Bosmans and Lawyer James McConvill also report that the further CLERP 9 proposal to extend disclosure liability for individuals will create uncertainty for officers and advisers
- 20 October 2003
Focus: Corporate GovernancePartner John Cooper and Lawyer Krista Bowie review the civil penalties imposed on directors in the Water Wheel case, which clearly illustrates the importance of directors upholding their duties and the potential personal liabilities for not doing so
- 13 October 2003
Focus: Corporate GovernanceThe recently released draft CLERP 9 Bill sets out the Government's proposed legislative response on audit reform and corporate disclosure, as well as incorporating recommendations made by Justice Owen in the HIH Royal Commission Report. As Partner Richard Alcock and Senior Associate Carl Bicego explain, the amendments will impact on the design of executive remuneration policies and their disclosure to shareholders
- 25 September 2003
Paper: Electronic Proxy Voting in AustraliaOnline proxy voting has been popular in the United States for the last five years and can benefit an organisation by providing timely voting outcomes and reducing costs. AAR partner Richard Alcock and Andrew Daly, Research Assistant look at the issues of Australian implementation
- 23 September 2003
Paper: Knott a surprise and unwelcome lossThe sudden decision of David Knott to stand down as chairman of ASIC has surprised everyone. The decision is not a welcome one, particularly because Knott has been a very good leader at ASIC and has shown a willingness to tackle the difficult tasks that are imposed on the organisation with great dedication and energy
- 23 September 2003
Paper: Recent cases - ACCC wins one, loses oneAAR Partner Bob Baxt reviews a number of recent corporate law cases, including the MIM/Xstrata decisions on schemes of arrangement and share splitting
- 05 September 2003
Paper: Has the law gone backwards?There is little doubt that the New South Wales Court of Appeal's decision in the recent Whitlam appeal (ASIC v Whitlam 2003 NCWCA 183) has caused more public, professional and academic reaction, than any case involving directors' duties for some considerable period of time
- 01 September 2003
Paper: Check your insurance/indemnity policy carefullyDirectors' insurance is becoming a much more important issue with the increasing spotlight on duties and other issues of corporate governance
