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Following 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

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In 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

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In 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

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Australia 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

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The 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

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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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Much 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

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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 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

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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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Consistent 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

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More 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

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The 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

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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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Recent 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

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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

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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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Partner Matthew Barnard and Senior Associates Andrew Shiu and Julian Donnan look at measures to further liberalise the investment regime in the PRC by providing greater access to overseas markets to certain qualified domestic investors

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A joint policy statement issued by The Stock Exchange of Hong Kong Limited and the Hong Kong Securities and Futures Commission has clarified the requirements for the listing of overseas companies in Hong Kong. Partner Matthew Barnard and Lawyer Andrew Shiu report on the new guidance

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In a draft class ruling issued to Hutchison Telecommunications (Australia) Limited on the tax treatment of rights issued under a proposed renounceable rights issue, the Australian Taxation Office proposes to adopt a position that has significant implications for the Australian capital market, with the potential to adversely affect the ability of listed entities to raise capital. Partner Victoria Poole reports

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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

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The High Court's decision in the Sons of Gwalia case is an important one for financiers, creditors, shareholders and insolvency practitioners. Senior Associate Gabi Crafti and Partners Diccon Loxton and Michael Quinlan analyse the case and its implications

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On 31 January, the High Court held that shareholders who have a claim against a company for misleading or deceptive conduct or breach of continuous disclosure obligations can prove in the administration or liquidation of the company, and will rank equally with unsecured creditors. Senior Associate Gabi Crafti and Partner Michael Quinlan report

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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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Reports this week that the Australian Securities and Investments Commission planned to spend $30 million to build a share-trading surveillance system to detect insider trading and market manipulation is the latest in a series of signs that the corporate regulators are set to pursue insider trading with increasing vigour. Partner Guy Foster and Senior Associate Matthew McLennan report

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The recent case of ASIC v Bridgecorp Finance Limited, has helped define the role of trustees for publicly offered debentures in protecting the interests of the debenture holders. Partner David Robb and Lawyer Nicole Seeto look at the implications of the Bridgecorp decision

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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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The Federal Budget announced this month included a package of measures to increase activity in the venture capital sector. Partner Steve Clifford and Lawyer Jonathan de Ridder discuss the new measures and give background to the legal structures already in place for venture capitalists

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The Federal Budget announced this month included a package of measures to increase activity in the venture capital sector. Partner Steve Clifford and Lawyer Jonathan de Ridder discuss the new measures and give background to the legal structures already in place for venture capitalists

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The Australian Securities and Investments Commission has recently published a booklet outlining several initiatives it intends to implement as part of a commitment to better regulation. Partner Robert Pick and Lawyer Alex Brown discuss the initiatives

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In this edition: Governance of corporate groups; Corporate social responsibility - new direction in directors' duties?; ASIC scrutiny of 'poison pills' and other entrenchment devices; and more ...

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The Federal Government has again acted to reduce further the regulatory and compliance burden for financial services and associated industries in Australia, with a consultation paper released on 7 April 2006

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The Australian Securities & Investments Commission recently released draft guidelines for issuers and advisers on the preparation and content of prospectuses under Chapter 6D of the Corporations Act 2001. Partner Steve Clifford and Lawyer Alex Brown examine the draft guidelines.

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In a judgment handed down on 23 November, a NSW Supreme Court judge has disagreed with the ruling in the Sons of Gwalia case, saying that the central element of the Federal Court case was wrongly decided. Partner David Clifford explains

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The Federal Government has been urged to reform the 'dividends out of profits' rule in the Corporations Act. Partner Jon Webster and Articled Clerk Daniel Allender report

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ASIC and APRA released a joint Guide to Good Practice in Unit Pricing earlier this month. This follows more than a year of industry consultation and review by the regulators of unit pricing practices in the funds management, superannuation and life insurance industries. Senior Associate Penny Nikoloudis and Lawyer Priya Kumar summarise the key aspects of the Guide, including the five good practice principles developed by ASIC and APRA

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Appeals have now been lodged in the Sons of Gwalia case. Partner David Clifford and Senior Associate Gareth Lewis examine the case and its implications

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Senior Associate Kim Reid and Lawyer Gabi Crafti consider the implications of a successful application by a shareholder of a company in administration for a declaration that he was entitled to be treated as a creditor of that company.

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Market integrity has been a key issue facing the Australian capital markets in the past quarter. In this edition of In the Money, we contribute a few thoughts on the Steve Vizard case and discuss an ASX consultation paper discussing possible changes to its warrant market rules

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In this first edition of In the money for 2005, rather than focusing on some of the major deals of the first quarter (of which there have been plenty), we look at regulatory developments in the running of buy-backs, the offering of high yielding bonds, how Hong Kong laws grapple with what we understand to be a true blue, home-grown concept of stapled securities, and how regulators such as the ASIC are now required to make their executive decisions

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The Australian Taxation Office's draft Taxation Ruling TR 2004/D16 has now been issued in final form as TR 2005/5. Senior Associate Thomas McAuliffe reports

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Partner Adam Lunn and Lawyer Krista Bowie outline the differences in the rules governing the issue of warrants and derivative warrants in Thailand. This issue is topical given the price manipulation allegations made late last year against certain Thai politicians in the trading of Siam City Bank derivative warrants

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A number of proposed changes to the licensing regime under the Hong Kong Securities and Futures Ordinance were recently announced by the Hong Kong Securities and Futures Commission, as Partner Matthew Barnard and Senior Associate Daniel Yeo report

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Comment on the recent Federal Court Media World decision has suggested that it could prejudice the ability of Australian companies to raise debt finance and that damages claims by shareholders may rank equally with unsecured debt claims. However, the case does not alter existing law and the general principle that creditors rank ahead of shareholders in a winding up of a company remains unaffected.

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Partner John Warde and Senior Associate Kim Reid consider the implications of the first successful proceedings for civil penalty and compensation orders brought by the Australian Securities & Investments Commission relating to breaches of the insider trading provisions of the Corporations Act.

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In its recent capital raising, Healthscope Limited implemented a new renounceable entitlement offer structure - the RAPIDS structure - that combines the advantages to shareholders of a renounceable rights issue with the advantages to the issuer of an accelerated priority offer

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The Australian capital markets have been alive and well in the second half of 2004. Notwithstanding the federal election, strong economic conditions have resulted in a broad range of capital market initiatives. In this edition, we focus on how BHP Billiton and St.George have been managing their capital and also discuss a new tax ruling that has relevance for Australian borrowers.

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The prospectus-related provisions of the Companies (Amendment) Ordinance 2004 will soon come into effect. Partner Matthew Barnard and Lawyer Steven Cheng look at what will change in the financial products regulatory environment

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ASIC 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

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The new 'Interest' Article in the revised double tax treaties with the US and UK exempts payments of interest to some US and UK lenders from Australian interest withholding tax. However, it remains the case that where an Australian borrower undertakes a borrowing by way of an issue of debentures that satisfies the requirements of section 128F of the Tax Act, it will not be necessary to consider the treaties. Partner Diccon Loxton and Senior Associate Thomas McAuliffe report

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Partner Guy Foster and Senior Associate Kim Reid provide an overview of the High Court's decision in Rich v Australian Securities and Investments Commission and its consequences for the conduct of litigation with regulators

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Partner David Clifford and Senior Associate Thomas McAuliffe report on recent and proposed amendments to the Tax Act with implications for Australian interest withholding tax exemptions

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The 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

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The second half of 2003 was nothing less than an extraordinary period in Australian capital markets. Few predicted a turn around at the beginning of 2003 when war was imminent and the future looked decidedly uncertain. Then came the Promina IPO. A good advertising campaign and some sharp pricing found success in a very tough market. The window of opportunity to raise capital opened and a stampede began for issuers to jump through it.

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Partner Stuart McCulloch and Senior Associate Kim Reid consider whether communications between lawyers and investment bankers who act for the same client in a transaction are protected by legal professional privilege

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The 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

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Partner 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

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The 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

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The Australian Securities and Investment Commission recently released draft guidelines for issuers of investment products relating to the disclosure of labour standards, environmental, social and ethical issues when making a decision about an investment. Partner Chris Schulz and Lawyer Naomi Lindsay examine the guidelines

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Promoting whistleblowing needs to be done carefully to avoid opening the doors to an institutionalised gossip session. Partner Professor Bob Baxt and Senior Associate Cathy Heeley outline how to implement an appropriate whistleblowing policy

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Issues about director and executive remuneration have been raised again as a result of the recently passed Corporations Amendment (Repayment of Directors' Bonuses) Act 2003,as Partner Professor Bob Baxt and Lawyer Helen Horsington explain

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Partner Deborah Chew and Senior Associate Gerry Cawson from our Private Equity team consider some of the issues facing a director approached by a private equity investor in relation to a potential management buy-out

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The Report of the HIH Royal Commission was tabled in the Federal Parliament in April. Partner Richard Alcock and Senior Associate Carl Bicego explain that the report provides authoritative support for the one-size-does-NOT-fit-all policy foundation of the ASX Corporate Governance Council recommendations on principles of good corporate governance and best practice

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The ASX Corporate Governance Council is to be commended for creating a well-articulated and comprehensive corporate governance framework with its Corporate Governance Best Practice Recommendations. The ASX now faces the challenge of preserving flexibility in the system, as partner Richard Alcock explains

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In a recent case, the Federal Court found an independent expert liable for misleading and deceptive statements in a prospectus. Partner Michael Greig, Senior Associate Peter Tillman and Lawyer Julian Donnan look at the ramifications of the ruling

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Prescriptive laws may have been avoided but prescriptive disclosure has arrived with the release of the ASX Corporate Governance Council's Best Practice Recommendations on 31 March 2003. As John Cadell and Richard Alcock explain, listed companies should start considering these issues as soon as possible.

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The Takeovers Panel considered three applications in relation to Burns Philp's takeover bid for Goodman Fielder Limited. Partner Tim Bednall analyses the reasons for decision of the Takeovers Panel in response to each application

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Capital markets can be profoundly affected by the prospect of war and military action. Recent international events have significantly changed how issuers and underwriters need to approach the uncertainties associated with war and acts of terrorism. Partner Warwick Painter and Lawyer Mary-Jane Harvey examine the strategies that can be adopted now to cope with an increasingly uncertain future.

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The International Swaps and Derivatives Association, Inc. (ISDA) has recently published the first revision in 10 years of the standard form contract for documenting over-the-counter (OTC) derivatives. Given that the notional amount of outstanding OTC derivatives in 2001 was estimated at US$100 trillion, this is no small change. Senior Associate Tom Highnam from AAR's Banking & Finance Group queries the need for some of the changes proposed

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Contrary to press commentary about Justice Austin's decision in the <i>ASIC v Rich </i>preliminary proceedings, the court did not hold that chairmen now have a duty to ensure that only financially competent people are appointed finance directors, that all statements to the ASX are accurate, and that a company takes reasonable steps to ensure that it maintains sufficient cash reserves to continue its existing operations. As AAR Partner Richard Alcock and Senior Associate Carl Bicego report, the court's substantive response on directors' duties is yet to be revealed.

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Partner Peter Jones and lawyer Daniel Cunningham explain that employers need to take particular steps to ensure that their employees can sell recently issued shares

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Senior Associates Gerry Cawson and Judith Taylor from our private equity team consider the new tax concessions relating to venture capital investments in Australia

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The Hong Kong Securities and Futures Commission has announced that it will develop a fidelity insurance scheme to cover securities dealing, futures dealing and securities margin financing activities in Hong Kong, reports Senior Associate Daniel Yeo