Our experienced Capital Markets legal team regularly publishes articles and updates - the full list of publications appears below. Read about the latest issues affecting domestic and international capital markets, including important legislative changes, industry activities, and new market trends and products. If you'd like to be notified when we add new capital markets publications to the site, please go to our subscription page to sign up for email alerts or, alternatively, you can subscribe to our RSS feed.
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- 22 December 2011
Focus: New guidance on disclosing non-IFRS financial informationTo 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
- 14 December 2011
Audio: Push for retail corporate bond marketThe Federal Government has released a discussion paper that outlines proposals to reform the Australian retail corporate bond market. Partners Stuart McCulloch and David Clifford spoke to Boardroom Radio about some of the proposals and what their implementation may mean for the market
- 05 September 2011
Focus: ASIC guidelines for advertising of financial productsPromoters of financial products and services will be required to produce accurate and balanced advertisements for their products under new guidelines proposed by the Australian Securities and Investments Commission. Publishers will be required to refuse to run advertisements that do not meet these requirements. Partner Julian Donnan and Lawyer Mike Forster explain
- 26 May 2011
Focus: CULS - equity financing for conditional acquisitionsRecently, Seven West Media Limited partially funded its acquisition of Seven Media Group with an accelerated non-renounceable entitlement offer of Convertible Unsecured Loan Securities to its shareholders. Partner Tom Story, Senior Associate Bob Speed and Lawyer Alex Borda examine the acquisition and the pros and cons of the use of CULS
- 06 May 2011
Client Update: Chi-X granted new financial market operator licenceThe Australian Government has granted Chi-X Australia Pty Ltd a licence for the operation of a financial market for the trading of securities and certain financial products, in competition with the Australian Securities Exchange. Exchange market competition is aimed at promoting Australia as a financial services hub within the Asia region. Partner Robert Pick, Senior Associate Marc Kemp and Lawyer Scott Day discuss the introduction of Chi-X as an alternative market operator, the new Market Integrity Rules and the transition towards commencement of the Chi-X market
- 19 April 2011
Focus: Disclosure obligations of infrastructure entities to retail investorsThe Australian Securities and Investment Commission has released an additional consultation paper and a draft regulatory guide on disclosure obligations of infrastructure entities to retail investors, and is now seeking further submissions. Partners Andrew Mansour and Campbell Davidson and Lawyer Michael Tollman report
- 19 April 2011
Focus: China adjusts foreign investment policyThe Ministry of Commerce of the People's Republic of China has recently issued changes to its policy on foreign investment. Partner David Wenger and Senior Associate Wayne Wang report on the changes that apply to foreign investment in China
- 18 February 2011
Focus: New national security review mechanism targets inbound M&A in ChinaThe Circular on the Establishment of National Security Review Mechanism in relation to Foreign Merger and Acquisition Activities of Domestic Enterprises (Guofaban 2011 No.6), which formally establishes the national security review mechanism and takes effect in early March 2011, has been issued. Partner David Wenger and Special Counsel Frank Fan report
- 20 December 2010
Focus: Draft ruling on rights issues Retail PremiumsAustralian issuer companies should be aware of a recent Australian Taxation Office draft ruling that states Retail Premiums paid in respect of certain accelerated rights issues will be regarded as unfranked dividends for tax purposes, and therefore taxed as such in the hands of Australian resident shareholders, and subject to withholding tax where paid to non-Australian resident shareholders. Partner Martin Fry, Senior Associate Rory O'Brien and Lawyer Kai Fu report
- 10 December 2010
Audio: Demerger tax relief proposedThe Federal Government has released a discussion paper on changes to the demerger tax relief rules. Partner Katrina Parkyn speaks to Boardroom Radio about the changes and who will benefit from them
- 03 September 2010
Client Update: New ASX operating rules and re-brandingThe 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
- 17 August 2010
Audio: Capital raising reforms unnecessaryISS Governance Services has released a report analysing the Australian equity capital market in 2008 and 2009 and includes suggested reforms. Partner and Co-Head of the Capital Markets Practice Group, Robert Pick, speaks to Boardroom Radio about the report and explains why many of the suggestions are unnecessary
- 07 July 2010
Focus: Revising Australia's foreign investment policy in the national interestIn response to significant increases in foreign investment, Australia's foreign investment policy has been updated to clarify the rules that will be applied when reviewing investment proposals by foreign investors - especially those from foreign governments and their related entities. Partner Jeremy Low and Lawyer Tim Cardiff report on the changes and their implications
- 21 June 2010
Audio: Covered bonds in Australia?The first covered bond in Australasia was launched in New Zealand this month. Partner Tom Highnam and Senior Associate Paul Cerch speak to Boardroom Radio about what this means for the Australian covered bonds market
- 13 May 2010
Focus: Retail corporate bonds: A resurrection?The Australian Securities and Investments Commission has announced a range of regulatory reforms designed to re-invigorate the retail corporate bond market in Australia and to increase the ease and efficiency with which ASX-listed issuers are able to issue corporate bonds to retail investors. Partners Robert Pick and Tom Story outline the changes and consider their likely impact
- 13 May 2010
Audio: Buying corporate bonds easier but restrictions remainPartners Stuart McCulloch and David Clifford talk to Boardroom Radio about the Australian Securities and Investments Commission reforms announced this week to help promote the issue of vanilla corporate bonds to retail investors
- 16 March 2010
Client Update: ASIC changes to share purchase plan regulationThe Australian Securities and Investments Commission has expanded custodian entities' ability to apply for shares under a share purchase plan on behalf of their beneficiaries, ensuring that all shareholders who hold through a custodial structure are treated equally. Partner Robert Pick and Senior Associate Charlie Harrison report
- 17 February 2010
Focus: What we learned from the GFC: ASX's view on the state of capital raising in AustraliaThe Australian Stock Exchange recently released a paper that examines capital raising in Australia during the global financial crisis. Partners Robert Pick and Steve Clifford and Senior Associate Charlie Harrison report on the paper that gives a positive report card to the relevant regulatory regime
- 04 February 2010
Focus: Important changes to Australia's foreign investment rulesThe Foreign Acquisitions and Takeovers Act 1975 (Cth) has been amended so that transactions that result in foreign investors gaining, whether now or in the future, influence or control over an Australian company are now subject to Australia's foreign investment rules. In addition, there have been several other developments in foreign investment regulation, as Partners Alex Ding and Phillip Cornwell and Lawyer Tim Cardiff report
- 23 December 2009
Client Update: ASIC releases new best practice proposalsThe Australian Securities and Investments Commission has released a consultation paper seeking comment on proposed best practice guidelines for the handling of confidential information by companies and advisers. Partner Tim Lester and Lawyer Bree Rowswell look at the new proposals
- 20 October 2009
Client Update: New qualified foreign institutional investors regulationsThe State Administration of Foreign Exchange of the People's Republic of China recently published the Provisions for Foreign Exchange Administration on Domestic Securities Investment by Qualified Foreign Institutional Investors, which replace the previous Interim Provisions. Partner Campbell Davidson and Senior Associate Troy Zhang look at the key changes
- 17 September 2009
Paper: Tapping the markets - director decision-making when raising equityCapital Markets Partners Robert Pick and Tom Story discuss equity raisings.
- 27 August 2009
Focus: Australian foreign investment rules to catch convertible notesAs foreshadowed by the Treasurer in his announcement of 12 February 2009, the Federal Government has introduced into the House of Representatives a Bill to amend the Foreign Acquisitions and Takeovers Act 1975 (Cth) as it applies to the acquisition of shares or voting power in Australian companies by foreign investors. Partners Alex Ding and Phillip Cornwell and Lawyer Tim Cardiff report on the key features of the amendments.
- 24 August 2009
Client Update: ASIC market regulationThe Federal Government today announced proposed reforms that will result in the Australian Securities and Investments Commission being responsible by late next year for both supervision and enforcement of Australian market participants. Partner Warwick Painter and Senior Associate Justine Woodford report on what this significant development will mean for the future supervision and regulation of Australian financial markets
- 19 June 2009
Client Update: ASIC makes raising capital more efficientThe Australian Securities and Investments Commission recently released consultation papers seeking comment on various new measures to make capital raisings more streamlined and efficient. After several months of consultation with industry, the new measures were published on 18 June 2009. Partner Tom Story and Senior Associate Bob Speed set out the key changes
- 08 May 2009
Focus: Release of exposure draft of margin lending regulationThe Federal Government yesterday released the exposure draft of the Corporations Legislation Amendment (Financial Services Modernisation) Bill 2009 and requires feedback on its proposed reforms within three weeks. This follows the announcement in January 2009 that the Government was commencing consultation with industry about its proposed margin lending reforms. Partner Warwick Painter and Senior Associate Justine Woodford provide an overview of the reforms
- 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
- 31 March 2009
Focus: Tabcorp bonds herald new retail debt marketTabcorp Holdings Limited has made the first major retail offering of corporate bonds by an ASX-listed company in almost 20 years. Partner David Clifford looks at the offer
- 31 March 2009
Focus: Rumourtrage and a rising tide of market regulationASIC announced recently that it had banned a dealer from providing any financial services for 18 months for allegedly spreading false and misleading information about listed securities. This is the latest in a series of developments that are likely to result in tighter regulation of day-to-day business for market participants, fund managers, directors of listed companies and professional investors and a greater willingness by ASIC to take direct action against individuals
- 17 March 2009
Focus: ASIC proposes easing restrictions on equity capital raisingsASIC has put forward proposals to remove certain regulatory restrictions to rights issues, dividend reinvestment plans and placements. As Partner Anna Lenahan and Senior Associate Zoe Green report, ASIC has sought comments on the measures by the end of this month
- 04 March 2009
Focus: Takeovers Panel moves to limit control impact of rights issuesIn a recent decision, the Takeovers Panel required the sub-underwriting arrangements for a rights issue to be restructured so as to decrease the ability of the sub-underwriter to acquire control of the issuer. As the global financial crisis drives an increased need for equity capital by companies, this decision highlights that the Takeovers Panel will nonetheless scrutinise the potential control impact of rights issues to see whether they give rise to unacceptable circumstances. Partner Tom Story and Lawyer James Clifford report
- 03 March 2009
Audio: ASIC to ease capital raising requirementsThe impact of the current market conditions has led ASIC to issue a discussions paper outlining measures to facilitate capital raisings. Partner Anna Lenahan speaks to Boardroom Radio about the details of the discussion paper
- 20 February 2009
Client Update: Proposed changes to the foreign investment screening regimeThe Treasurer recently announced that the Commonwealth Government intends to amend legislation to clarify the operation of the foreign investment screening regime. Partner Alex Ding and Lawyer Laijing Lee report
- 10 February 2009
Audio: Capital markets updateThere has been a recent spate of capital raisings, with many more on the drawing board. Partner Robert Pick speaks to Boardroom Room about the key drivers for this surge
- 19 January 2009
Client Update: Capital MarketsFollowing consultation with industry during 2008 about whether margin lending should be subject to more formal regulation as a financial product, the Federal Government yesterday announced that it is now proceeding with plans to implement such regulation. Partner Warwick Painter and Senior Associate Justine Woodford provide details of the latest developments
- 22 October 2008
Client Update: Capital MarketsFollowing on from the announcements made in late September imposing a ban on most short selling in Australia, the Australian Securities and Investments Commission has now announced that the existing restrictions will continue, although it is currently expected that the ban in relation to non-financial stocks will not extend beyond 18 November 2008. Partner Warwick Painter and Senior Associate Justine Woodford provide details of the latest developments
- 30 September 2008
Focus: Capital MarketsIn the past 10 days, Australian market participants and fund managers have been subjected to an extraordinary series of announcements which, for the present, have significantly changed the regulation of short selling in Australia. At the same time, the Federal Government has also released the long-awaited exposure draft of its proposed legislative reforms in this area
- 22 September 2008
Client Update: Capital MarketsIn response to recent global market conditions and arrangements put in place by overseas regulators, the Australian Securities Exchange and the Australian Securities and Investments Commission have announced measures to prevent short selling in Australia, which take effect from today. Partner Warwick Painter and Senior Associate Justine Woodford outline the details
- 11 September 2008
Focus: Capital MarketsAustralia and the United States have announced a mutual recognition arrangement to reduce red tape and compliance costs for Australian and US securities exchanges, brokers and dealers operating in each other's markets. Partner Steve Clifford and Articled Clerk Brendan Ferguson examine the proposed regime and consider the likely benefits for US and Australian investors
- 25 June 2008
Focus: Capital MarketsThe Australian Securities and Investments Commission has issued class order relief to extend the exemption that permits a traditional rights issue to be undertaken without a prospectus or a product disclosure statement to non-traditional rights issue structures. Partners Steve Clifford and Robert Pick and Lawyer Alex Brown consider the implications for issuers and market participants generally
- 17 April 2008
Focus: Mergers & AcquisitionsThe Takeovers Panel has released Guidance Note 20 to assist market participants to understand the Panel's approach to disclosure of equity derivatives, particularly the circumstances in which positions taken by parties to equity derivatives must be disclosed to the market even though no 'relevant interest' may have been acquired. Partner Jeremy Low and Senior Associate Julian Donnan outline those circumstances, the position with respect to market makers, and the content and timing for disclosure
- 16 April 2008
Focus: Capital MarketsMuch has been written lately about short selling and associated activities in the current period of turbulence in securities markets. Partner Warwick Painter and Law Graduate Cameron Wilson examine the background to the current debate
- 10 April 2008
Client Update: SingaporeThe regulator of Singapore's securities industry, the Monetary Authority of Singapore, has undertaken consultation with a wide range of stakeholders on proposed amendments to the principal legislation governing the securities industry - the Securities and Futures Act and the Financial Advisors Act. AAR TSMP Partners Robert Clarke and Stefanie Yuen Thio, and Senior Associate Krista Bowie, provide a brief overview of the proposed legislative amendments
- 27 March 2008
Focus: Capital MarketsThe beginning of the regime providing for the mutual recognition of securities offerings between Australia and New Zealand is a step closer with the commencement of the Corporations (NZ Closer Economic Relations) and other Legislation Amendment Act 2007 (Cth). Partner Robert Pick and Articled Clerks Bryony McCormack and Sladjana Subotic take a look at how the regime will likely operate and the benefits it will have for Australian and New Zealand issuers
- 21 December 2007
Client Update: Mergers & AcquisitionsThe Australian Securities and Investments Commission has released two new regulatory guides relating to expert reports - Regulatory Guide 111: Content of Expert Reports and Regulatory Guide 112: Independence of Experts - to replace its previous policies on independent expert reports. Lawyers Christalyne Look and Deborah Doctor examine these new guides
- 21 December 2007
Focus: Funds ManagementConsistent with its policy on foreign collective investment schemes, the Australian Securities and Investment Commission has released a class order that provides conditional exemptions allowing some Singaporean collective investment schemes to be offered in Australia. Senior Associate Rebecca Devon and Vacation Clerk Judith Hammerschlag report
- 03 October 2007
Client Update: Corporate and Financial ServicesMore regulations to give effect to measures implemented under the Federal Government's 'Simpler Regulatory System' legislation have now been made. Partner Susan Burns and Senior Associate Justine Woodford report on the latest developments
- 13 September 2007
Focus: Financial Services RegulationThe Federal Government has finally announced new regulations enabling financial services providers to incorporate by reference some of the information required to be included in retail disclosure documents. Consultant Derek Heath and Senior Associate Justine Woodford discuss the implications of this welcome development and the other measures introduced under these regulations
- 08 August 2007
Focus: Corporate GovernanceThe revised Corporate Governance Principles and Recommendations released by the ASX Corporate Governance Council constitute a refinement rather than a rewriting of the existing Principles and Recommendations. Partner Steve Clifford, Consultant Professor Bryan Horrigan and Senior Associate Simon Lewis survey the key changes and highlight the impact for ASX listed entities
- 12 July 2007
Focus: Capital MarketsRecent amendments to the Corporations Act 2001 (Cth) have the potential to simplify the process for ASX-listed companies and managed investment schemes raising additional equity through rights issues. Partner Robert Pick examines the changes and considers the implications of taking advantage of this simplified approach
