Allens Arthur Robinson

View

To promote the proper disclosure of financial information that is not prepared according to accounting standards, and to assist directors and others not to mislead investors and other users of financial information, the Australian Securities and Investments Commission has issued guidance on its use and presentation. Partner Robert Pick and Senior Associate Jonathan Teo report on the impact of this on financial reporting

Listen

Company boards have been reviewing and renewing processes in the wake of the Centro decision. Chairman Ewen Crouch spoke to Boardroom Radio about the way directors are dealing with their duties in the current climate

View

The Federal Government has released an updated version of the Governance Arrangements for Commonwealth Government Business Enterprises that better reflect contemporary developments in corporate governance policy in the oversight of Government Business Enterprises. Partner Ian McGill, Senior Associate Simon Lewis and Lawyer Maryann Muggleston consider the Government's new approach

Listen

The Australian Securities Exchange has released a Consultation and Issues Paper that proposes reforms to the disclosure rules for energy and resources companies. Partners Scott Langford and Igor Bogdanich spoke to Boardroom Radio about the possible ramifications for mining and oil and gas companies if the proposals are adopted

View

Amending legislation that has been introduced to resolve an anomaly that generally prevents the Chairman of a listed company's AGM from voting undirected proxies on the adoption of the company's remuneration report may not be implemented before the end of the current reporting season. Law Graduate Bridget Little and Partner Greg Bosmans provide an update

View

The Federal Department of Treasury has recommended the establishment of a national regulator to oversee all not-for-profit entities, which are currently subject to an array of complex regulatory burdens imposed by the overlap of federal, state and territory government legislation in this area. Partner Greg Bosmans, Lawyer Robert Merriam and Vacation Clerk Krista McMeeken report

View

The recent arrests of former executives of Securency on foreign bribery charges on 1 July 2011, coinciding with the commencement of the tough new UK Bribery Act, have implications for Australian companies and their management. Partner Matthew Skinner and Senior Associate Tim Robinson report

View

New legislation introducing a 'two-strikes' rule and making substantial changes to procedures associated with executive remuneration, board limits and determination of proxy votes has come into force. Partner Robert Pick, Senior Associate Kate Towey and Lawyer Sean Cole look at the key issues in-house counsel need to be aware of when advising boards and senior management of the changes

View

This week's Federal Court decision in relation to ASIC's case against Centro's directors demonstrates how demanding a director's duties in approving financial statements are. In order to meet those demands, Boards may seek to change the ways in which financial information is presented to them and how they review it. Partners Matthew McLennan, John Morgan and Jeremy Low and Senior Associate Simon Lewis report

View

The Australian Securities & Investments Commission has released an updated regulatory guide on governance and disclosure obligations with respect to related party transactions. Partner Jeremy Low and Lawyer Sean Cole take a look at what this means for public companies and responsible entities who are determining whether to seek member approval for related party transactions, and the impact the guidance will have on market practice for the disclosure of related party arrangements in disclosure documents

View

The UK Bribery Act, which introduces sweeping reforms to laws against foreign bribery, with implications for Australian companies that operate in the UK, will now come into effect on 1 July 2011, and guidelines on what will constitute 'adequate procedures' to prevent bribery have been released. Partner Matthew Skinner and Senior Associate Tim Robinson report.

View

Recently, the United Nations Special Representative for business and human rights released the final text of the Guiding Principles for Business and Human Rights. Senior Associate Rachel Nicolson and Lawyer Jess O'Brien look at the Principles and their implications for business

View

The Full Federal Court recently handed down its appeal decision overturning the trial judge, and finding that Fortescue Metals Group misled the market and failed to comply with its continuous disclosure obligations in connection with announcements to the ASX and the media in 2004. Partner Richard Harris, Senior Associate Andrew Byrne and Lawyer Rima Hor comment on the implications for listed companies and their directors and officers

View

Recent legislation gives the Australian Securities and Investments Commission broad new search powers, enables the Australian Federal Police to intercept communications when investigating suspected insider trading and market manipulation, and provides for substantially increased penalties for market manipulation offences. Partner Matthew McLennan, Lawyer Tom Randall and Law Graduate Sikeli Ratu report

View

The Australian Securities Exchange will amend the Listing Rules so that all ASX-listed entities will be required to make public their securities trading policy for their key management personnel. Partner Warwick Painter and Senior Associate Matt Ireland report on the mandatory requirements of the new Listing Rules, and highlight some potential issues for listed entities to consider ahead of the effective date of 1 January 2011

View

A recent Federal Court decision throws further light on the increasingly vexed question of whether in-house lawyers are sufficiently 'independent' from their employer to satisfy the requirements of legal professional privilege. Importantly, the decision adds support to the proposition that the decision in Rich v Harrington may have overstated the degree of independence necessary. Partner Richard Harris and Senior Associate Stephanie Wee consider the implications of the decision

View

A recent European Court of Justice decision1 has found that legal professional privilege does not apply to communications between a company and its in-house lawyers because in-house lawyers lack the necessary degree of independence. Partners Richard Harris and Paul Nicols and Law Graduate Thomas Prince report

View

The role of supervising financial markets has been transferred from ASX Limited to the Australian Securities and Investments Commission and, as a result, ASX Limited has undertaken a re-branding of the operating rules and various entities associated with it. Partner Warwick Painter, Lawyer Jonathan Lee and Law Graduate Rola Lin report

View

The Federal Government recently announced changes to the law relating to the payment of dividends by Australian companies.The changes represent a fundamental modification of the rules on the payment of dividends, and indirectly the capital maintenance provisions of the Corporations Act 2001 (Cth). Partner Guy Alexander, Senior Associate Robert Speed and Lawyer Jonathan Lee report on the corporate law aspects, while Partner Larry Magid and Senior Associate Rory O'Brien report on the tax issues

Listen

The Corporations and Markets Advisory Committee has released the findings of its review into whether clearer guidance was needed for company directors to help them understand their role and responsibilities. Partner Cameron Price speaks to Boardroom Radio about some of the findings and recommendations identified in the report

View

The Federal Government has released its response to the Productivity Commission's inquiry into executive remuneration in Australia. Partner Paul Quinn reports

View

In 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

View

A 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

View

The 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

View

Guidance 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.

Listen

The role of directors and management is becomingly increasingly blurred. Allens Chairman and Partner Ewen Crouch speaks to Boardroom Radio about the role a board should play in helping a company succeed

Listen

The Productivity Commission has today released its discussion draft report into executive remuneration in Australia. Partner and Head of the Corporate department Paul Quinn speaks to Boardroom Radio about the draft report and considers its implications for executive remuneration practices in Australia

View

The 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.

View

Last 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

View

Allens' 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.

View

The 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

Listen

The Corporate Law Minister Nick Sherry released legislation regarding excessive executive termination payments. Partner Paul Quinn speaks to Boardroom Radio about the major elements of the legislation

View

Amid 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

View

In 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

View

Consistent 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

View

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

View

In 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

View

The 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

View

The 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

View

The 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

View

The 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.

View

In 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.

View

The 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

View

Two 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

View

In 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

View

The 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

View

In this edition: Australian media and ownership law changes; The importance of being a financial product; Tax promoter penalty rules; and more ...

View

Companies 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.

View

The 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