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Mergers & Acquisitions
Our experienced Mergers & Acquisitions legal team regularly
publishes articles and updates - the full list of publications appears below.
These publications look at the regulatory and political issues influencing the
market, as well as some of the mergers and acquisitions that have recently made
headlines. If you'd like to be notified when we add new mergers & acquisitions
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.
Read about our track record in mergers
& acquisitions.
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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 |
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In a recent decision, the Takeovers Panel has provided additional guidance on the application of its policy regarding frustrating action, and may well have added to the armoury of bidders at the expense of target companies. Partner Robert Pick reports |
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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 |
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The Takeovers Panel has published its final position on the giving of collateral benefits in the context of control transactions. Partner Andrew Finch and Senior Associate Vida Wongseelashote report |
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The 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 |
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The 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 |
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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 |
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Federal Treasurer Wayne Swan has announced a set of six principles that are to be applied by the Federal Government when it considers applications to invest in Australia by foreign governments and their agencies. The announcement follows the recent high-profile investments by State-owned or State-controlled enterprises and sovereign wealth funds in iconic global corporations. Partner Alex Ding, Senior Associate Mark Malinas and Articled Clerk Magnus Mason report |
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The ACCC has released for public consultation its much anticipated Draft Merger Guidelines 2008. This is the first update since publication of the 1999 merger guidelines. Partners David Brewster and Jacqueline Downes and Lawyer Helen Anness report |
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In our Focus: Funds Management - March 2007, we reviewed an ASIC consultation paper regarding a proposed policy on the regulation of buy-backs of interests in listed managed investment schemes. ASIC has now issued class order relief which enables the responsible entity of a listed scheme to buy back interests that are traded on the Australian Stock Exchange. Partner Lynne Jensen discusses the conditions of relief |
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The High Court has handed down its reasons for the orders it made last year in the Alinta litigation. The court's reasons confirm that the Takeovers Panel has the power to declare 'unacceptable circumstances' based on contraventions of the Corporations Act 2001. Partners Paul Nicols and Andrew Finch and Senior Associate Chris Peadon report |
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The 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 |
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The High Court has overturned a decision of the Full Federal Court that had cast uncertainty over the future of the Takeovers Panel. As Lawyer Shelley Golden reports, today's historic decision restores the full powers of the Panel as Australia's principal takeover dispute resolution forum |
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Amendments to the Corporations Act 2001 (Cth) might limit organised campaigns designed to 'spoil' scheme mergers. Partner Andrew Finch looks at the new provisions |
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The 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 |
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The Trade Practices Legislation Amendment Act (No 1) 2006 (Cth) introduced a 'formal' statutory merger clearance process similar to that used in jurisdictions such as the United States and Europe. Despite the current record level of merger and acquisition activity in Australia, no applicant has employed the formal clearance process since it became effective on 1 January 2007. Partner David Brewster and Articled Clerk Julian Anderson examine why businesses have chosen to ignore this process |
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The merger provisions of the Competition Act (Chapter 50B) of Singapore came into force on 1 July this year. Allens Arthur Robinson TSMP Director Stefanie Yuen Thio and Allens Arthur Robinson TSMP Partner Robert Clarke and Lawyer Brooke Nicholls look at some of the key features. |
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Following a public consultation process, the Takeovers Panel has published its final position on the issue of insider participation in control transactions. This issue has come into sharper focus recently with an increasing number of high-profile public-to-private transactions involving private equity where the implementation of management incentive plans is considered a key element to the success of the transaction. |
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The Australian Communications and Media Authority's Media Diversity Report was published on 30 May 2007. It sets out details of the ownership of the regulated media platforms in each commercial radio licence area in Australia and it provides details about the points regime that is central to the administration of the new media ownership laws that came into force on 4 April 2007. Partner Ian McGill reports |
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The NSW Court of Appeal has upheld earlier findings that Geoffrey Vines, a former chief financial officer of GIO Australia Holdings Ltd, contravened his duty of care in respect of profit forecasts made during a takeover bid. The judgment helps clarify the responsibilities of company executives, particularly when preparing profit forecasts during takeovers. Partner Jon Webster and Lawyer Christine Swan report |
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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 |
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On 20 April 2007, the Government of Vietnam passed Decree 69/2007/ND-CP on Purchase by Foreign Investors of Shareholding in Vietnamese Commercial Banks (Decree 69). Partner Bill Magennis and Lawyer Julia Howes look at some of the key changes |
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The Takeovers Panel has released a draft Guidance Note and issues paper relating to insider participation in control transactions. Partner Ewen Crouch and Lawyers Matthew Ireland and Mark Boyd-Boland, discuss the reasons behind the development of these guidelines, their key points and how bidders and target companies should proceed with takeover negotiations |
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On Wednesday 14 February 2007, the Federal Government introduced into Parliament legislation aimed at shoring up the position of the Takeovers Panel as Australia's principal takeover dispute resolution forum. Partner Greg Bosmans looks at the key proposed changes and their implications |
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In this edition: Australian media and ownership law changes; The importance of being a financial product; Tax promoter penalty rules; and more ... |
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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. |
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Recent changes to Australia's foreign investment policy mean that foreign investors will face a lower regulatory burden when undertaking takeovers or reconstructions involving small-to-medium Australian businesses. Partner Wendy Rae and lawyer Damian Jacobs consider the impact of these changes |
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The US Department of Justice has begun an investigation into the conduct of private equity firms in the United States and whether their participation in 'club' deals is potentially anti-competitive. Partner Carolyn Oddie discusses the key aspects of these investigations and the implications for Australian consortium participants |
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Australian businesses are attracting increasing interest from US financial sponsors, particularly private equity funds. As a guide for US financial sponsors considering a going-private transaction in Australia, Partner David Wenger and Senior Associate Tom Story provide an overview of the key differences between the applicable regulatory frameworks in the US and Australia |
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Australian businesses are attracting increasing interest from US financial sponsors, particularly private equity funds. As a guide for US financial sponsors considering a going-private transaction in Australia, Partner David Wenger and Senior Associate Tom Story provide an overview of the key differences between the applicable regulatory frameworks in the US and Australia |
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The increasing involvement of private equity funds in acquisition transactions is leading to a blurring of boundaries in the financing conditions adopted in public and private acquisitions. Partner Phillip Cornwell, Senior Associate Douglas Fung and Lawyer Dorothy Pawlukowski look at recent developments in the conditionality of leveraged funding for public and private acquisitions |
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The financing package for the acquisition this year of the Myer department store business is an example of what may be a growing trend of private equity players partially financing their acquisitions through public offers of listed debt securities. Partner Robert Pick looks at the specific debt securities in this deal and whether we are likely to see more like them in the future |
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The financing package for the acquisition this year of the Myer department store business is an example of what may be a growing trend of private equity players partially financing their acquisitions through public offers of listed debt securities. Partner Robert Pick looks at the specific debt securities in this deal and whether we are likely to see more like them in the future |
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