Allens Arthur Robinson

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Sweeping changes to Australia's personal property securities laws have just come into operation, with far-reaching consequences for business. Partners Steve Pemberton and Greg Bosmans, and Senior Associate Vida Wongseelashote, report on how M&A transactions will be affected

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The Australian Government has used the release ofa report on foreign investment and Australian agriculture as an opportunity to reaffirm its support for foreign investment in the agricultural sector and articulate the issues that it considers when applying the national interest test to proposals for foreign investment in the sector. Partner Marcus Clark and Consultant Alan Millhouse report on this and other recent events relevant to foreign investment in Australian agriculture

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The Chinese Government has made further moves towards the internationalisation of its currency with the release of a number of regulations regarding the use of the RMB both in investments made by Chinese companies overseas and, significantly, investments made by overseas companies into the PRC. Special Counsel Ross Keene, Senior Associates Adrian Fisher and Maggie Ma and PRC Consultant Michelle Ding report

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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

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The Full Federal Court has dismissed all grounds of the Australian Competition and Consumer Commission's appeal in the Metcash case. Partner Jacqueline Downes and Lawyer Nicholas Mendoza-Jones report

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This week, Allens Arthur Robinson released its Private Equity Market Update. The outlook for the private equity market in Australia in 2012 is positive, according to the report. M&A Partner and Co-Head of Private Equity Practice Tom Story talks to Boardroom Radio about where private equity is heading in 2012

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Qantas has scored a significant court victory over the payment of GST on unused passenger fares. Partner Ross Stitt speaks to Boardroom Radio about the issues considered in the court's decision and the implications for business

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A new social insurance law in the PRC (to take effect on 1 July 2011) provides, for the first time, an overarching framework for the administration of the five national social insurance funds in the PRC. Partner David Wenger, Senior Associates Ross Keene and Maggie Ma and Consultant Crystal Zhang report on the changes, which will impose greater obligations on employers and the relevant administrative agencies

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Queensland, South Australia and the Northern Territory are to make important changes to their stamp duties legislation, with effect from 1 July 2011. The changes will broaden the reach of landholder duty and impose greater duty on a larger range of transactions, particularly affecting ones involving real property, mining tenements and listed entities. Partner Adrian Chek summarises the changes and considers the importance of the timing of any upcoming transactions

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The final report on the future use and management of the Woomera Prohibited Area was released recently, and signifies long-awaited government confirmation of mixed use of the minerals-rich weapons testing area. It provides for the introduction of a new management framework, and paves the way for improved coexistence of Defence and non-Defence operations. Partner Scott Langford, Senior Associate Nick Li, and Law Graduate Brandon Van Slyke report

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The Federal Treasurer recently rejected the SGX-ASX merger proposal on national interest grounds. Partner Jeremy Low and Senior Associate Andrew Wong report on how the decision fits in with the Government's foreign investment policy and its broader implications for future foreign investment applications

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Recently, 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

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China has recently passed amendments to its Criminal Law which took effect on 1 May 2011. One amendment of particular interest to international observers has been the introduction, for the first time under PRC law, of a prohibition on bribery of 'foreign public officials' or officials of international public organisations to secure 'improper commercial benefits'. Partner David Wenger and Senior Associates Ross Keene and Xiangyu She report

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The 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

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Partner Tim Lester speaks to Boardroom Radio about the outlook for M&A between Japan and Australia in light of the disastrous earthquake and tsunami that hit Japan this month

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The 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

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A recent High Court decision will provide greater certainty for parties relying on contractual compensation provisions in contracts with governments. Partners Tom Story and Ren Niemann and Senior Associate Robert Kerr look at the implications of the decision, which overturns a recent Victorian Court of Appeal decision which held that a land tax concession provision was void on the basis that it was unconstitutional

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The Australian Taxation Office has recently published four important determinations dealing with the treatment of private equity investments in Australian assets, including a significant acknowledgement that a tax treaty exemption may be available through fiscally transparent investment vehicles. Partner Larry Magid and Senior Associate Thomas McAuliffe report.

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Greater investment in Australian agricultural assets by foreign investors has prompted a private members' Bill that aims for greater transparency in this area. Consultant Alan Millhouse outlines the impacts if this Bill is passed

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The Senate recently passed legislation to reform the capital gains tax scrip for scrip roll-over relief provisions. The reforms are designed to align the capital gains tax roll-over relief with the Corporations Act 2001 (Cth) provisions dealing with takeover bids and schemes of arrangement. Partner Tom Story and Lawyer Chris Blane report on the effect of the new law on public to private transactions

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The UK Panel on Takeovers and Mergers has recommended a number of radical changes to the UK City Code on Takeovers and Mergers which, if introduced, would turn the tables back in favour of takeover targets over bidders. Partner Guy Alexander and Senior Associate Matt Ireland outline the proposed changes and conclude that, given the differences in the markets, extreme care needs to be taken before any of these proposals are transplanted in an Australian setting

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Partner Richard Kriedemann and Senior Associate Andrew Wong report on a recent Takeovers Panel decision that has provided guidance on how deal protection measures for an agreed takeover bid or a scheme of arrangement should be structured so as to ensure they are not anti-competitive.

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In 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

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Existing regulations require Indonesian insurance companies and banks meet new minimum equity capital requirements by the end of 2010. As the deadline approaches, Partners David Holme (Jakarta) and Robert Clarke (Singapore) and Lawyer Brooke Nicholls revisit the requirements, and examine the consequences for businesses that fail to comply and the opportunities that will arise from the expected consolidation and capital raising

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The United States Congress is currently considering legislation that will require extractives companies to report on the payments they make to foreign governments in the countries in which they operate. This development comes in the context of increasing international pressures for greater transparency and accountability in revenue flows to government received from the extractive industries. Partner Annette Hughes, Senior Associate Rachel Nicolson and Lawyer Dora Banyasz report

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The Takeovers Panel has issued its new Procedural Rules (effective 1 June 2010), which confirm that the Panel will consider claims of client legal privilege over communications requested by the Panel and without the suggestion that the Panel may decline to allow a valid claim of privilege. Partner Richard Harris and Senior Associate Emin Altiparmak explain the background to, and significance of, this development

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The Federal Government has recently made comments about Australian companies becoming too big through merger consolidation, while at the same time the Australian Competition and Consumer Commission has rejected a high number of mergers. Partner David Brewster speaks to Boardroom Radio about the current landscape for mergers in Australia and the impact of recent changes to other competition laws, including new consumer and anti-cartel laws

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Singapore's 2010 budget has been approved by Parliament and the Supply Act 2010 (which controls the Singapore government's spending in the financial year 2010) has come into force. Helpfully for participants in the mergers and acquisitions industry sector the 2010 budget includes tax allowances and various reliefs for qualifying mergers and acquisitions transactions. Partner Robert Clarke and Senior Associate Christopher Tan summarise the changes

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The Takeovers Panel has released the final revised versions of its guidance notes on lock-up devices, frustrating action, funding arrangements and rights issues. While most of the changes involve simplification and updating, there are more substantive changes to the Panel's guidance on certain issues. Partner Cameron Price and Senior Associate Emin Altiparmak identify those changes

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The 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

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The PRC State Administration of Taxation has recently issued a circular stating that PRC non-residents may be liable to pay PRC tax when transferring offshore companies that directly or indirectly hold shares in PRC companies. Partner Campbell Davidson, Senior Associate Ross Keene and Consultant Wen Zhang report

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The PRC State Administration of Taxation recently released a circular clarifying when an offshore company will be considered the 'beneficial owner' of a PRC company for the purpose of obtaining relief under a double taxation agreement. Partner Campbell Davidson, Senior Associates Maggie Ma and Ross Keene, and Consultant Wen Zhang report

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The 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

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Partner Michael Rigby looks at two new important tax draft determinations released by the ATO yesterday dealing with foreign investors in Australian assets

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On 11 December, ASIC issued an updated version of its Regulatory Guide 60 on schemes of arrangement, and a consultation paper asking whether it is appropriate for ASIC to maintain its unofficial policy of withholding its s411(17)(b) certificate of 'no objection' at the second court hearing in relation to a takeover type scheme where an objector wishes to argue 'avoidance' of the takeover provisions in Chapter 6 at the hearing. Partner Guy Alexander and Senior Associate Emin Altiparmak explain why that policy is inappropriate (a point we have been making since it was introduced in the early 2000s). They also briefly look at the guidance in updated RG 60 on reverse takeover schemes

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China's State Council has released the Administrative Measures Governing the Establishment of Partnership Enterprises by Foreign Enterprises or Individuals in China, permitting foreign participation in Chinese partnerships. Partner Campbell Davidson, Senior Associate Wayne Wang and Consultant Crystal Zhang report

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In recent months, several hostile attempts to remove responsible entities have come before the courts. As a result, there has been sharper focus on the statutory regime for changing responsible entities, with many of the relevant provisions of the Corporations Act 2001 (Cth) having now been tested. Partner Susan Burns and Senior Associate Penny Nikoloudis examine the effect of recent case law on the procedures for removing REs

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The Takeovers Panel has released a consultation paper regarding a proposed rewrite of the Panel's Procedural Rules for Proceedings. One of the proposed rule changes purports to exclude the usual rights of parties to claim privilege over communications with their legal advisers. Partner Richard Harris and Senior Associate Stephanie Wee examine the proposed rule changes

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As 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.

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Partner Igor Bogdanich and Lawyer Ben Strate report on reforms to Australia's foreign investment review laws announced by the Federal Government yesterday

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The Northern Territory Government recently released its budget for 2009-10, which announced a number of changes to stamp duty in the NT, including the imposition of landholder duty on the acquisition of listed companies and trusts. Taxpayers are also reminded that, with effect from 1 July 2009, NSW will be introducing new and broader landholder provisions, and South Australia will be abolishing mortgage and rental business duty. Partner Adrian Chek, Senior Associate Katrina Parkyn and Law Graduate Gobind Kalsi look at the proposed NT changes and at how they will affect taxpayers

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In the recent International All Sports matter, the Takeovers Panel has refused to release a hostile bidder from a standstill undertaking given by the bidder to the target, despite the fact the information which had been provided by the target under the confidentiality agreement containing the standstill undertaking had likely ceased to be price sensitive. The decisions of the initial Panel and the review Panel are important for those negotiating standstill arrangements in the future. Partner Guy Alexander and Lawyer James Clifford report

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We look at the legal regime for mergers, recent regulatory developments in the banking industry, key issues under the current mining regime and the National Social Security Fund scheme

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The Ministry of Commerce of the People's Republic of China has released the Administration Measures on Outbound Investment. Partner Seamus Cornelius and Senior Associates Frank Fan and Wayne Wang report

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In 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

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The 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

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In these less certain economic times, it is not surprising that there is a sharper focus on material adverse change conditions in M&A deals. Partner Jeremy Low and Lawyer Chris Smith look at a recent and timely US case on this issue and consider its implications in the Australian context

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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

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A significant recent development for 'take-private' offers in Australia is the inclusion of an unlisted scrip offer to shareholders (ie 'stub equity'), as an alternative to cash, to facilitate continued investment in the underlying business. Partner Tom Story and Senior Associate Julian Donnan report on the use of 'stub equity' in take-private transactions and provide an overview of the key legal issues