The New Takeovers Panel: Key Issues and Developments
(16 October 2001, Sydney and 26 September 2001, Melbourne)
Speakers: Mr Richard Cockburn, Director, Corporate Finance, Australian Securities and Investments Commission (Sydney and Melbourne); Mr Rodd Levy, Partner, Freehills (Melbourne); Mr Justin Mannolini, Partner, Freehills (Sydney); Mr Simon McKeon, President, the Takeovers Panel and Executive Director of Macquarie Bank (Sydney and Melbourne); Justice Kim Santow, Supreme Court of New South Wales.
Description: The Corporations and Securities Panel (better known as the Takeovers Panel) was re-launched in March 2000 with new powers and new members. The Panel is now the primary forum for the resolution of disputes concerning takeover bids. Although the original Takeovers Panel was hardly used, in the first 18 months of the new Panel's existence, it has already heard 39 matters.
The Panel has considered a broad range of disclosure issues relating to takeovers, such as disclosure of funding for the bid, forecasts, valuations, material assumptions, and the bidder's intentions. Other issues it has considered include pre-bid agreements, defeating conditions in bids, and breaches of the 20% takeover threshold. In addition, the Panel has released several policy documents including, most recently, its draft policy on lock-up devices and break fees in takeovers which has received extensive media attention.
This important seminar brings together leading participants in the takeovers market and Justice Kim Santow of the Supreme Court of New South Wales to discuss the Panel and its functions .
Market Misconduct and The Financial Services Reform Bill
(14 August 2001, Sydney and 25 July 2001, Melbourne)
Speakers: Mr Joe Longo, Special Counsel, Freehills; Mr Robert Pride, General Counsel, Deutsche Bank; Mr John Kluver, Executive Director, Companies and Securities Advisory Committee; Mr Malcolm Rodgers, Director of Regulatory Policy, Australian Securities and Investments Commission.
Description: The Financial Services Reform Bill has been widely recognised for its impact upon all aspects of a financial service provider's business, including marketing and distribution of products and the servicing and maintaining of customers. However, for the first time, provisions in the proposed Corporations Act relating to market manipulation, price rigging and maintenance, insider trading and continuous disclosure, will now apply to all financial products. This will raise many practical and legal issues for industry and the Australian Securities and Investments Commission. The Bill extends the civil penalty regime to each of these provisions. New issues for criminal liability with the Federal Criminal Code for the first time applying will also arise. Many complex regulatory issues have already emerged as key elements of the insider trading and market manipulation provisions have changed, posing new challenges for ASIC and industry. This important seminar brings together leading speakers in the area of financial markets regulation.
Dual Listed Companies: Structure and Legal Issues
(18 July 2001)
Speakers: Mr Cameron Rider, Partner, Allens Arthur Robinson, Mr Jon Webster, Partner, Allens Arthur Robinson and Mr Shane Tregillis, Executive Director, Policy and Markets Regulation, Australian Securities and Investments Commission.
Description: The dual listing of BHP and Billiton has highlighted many of the strong commercial advantages that can result from Australian companies undertaking a dual listing. Financial commentators have stated that dual listings are a practical way for Australian companies to gain access to overseas capital markets and increase their international exposure. At the same time, there are many complex regulatory issues involved for the Australian Securities and Investments Commission, the companies and their professional advisers in a dual listing transaction. This important seminar brings together leading speakers who have been involved in dual listing transactions.
Lock-ups and Break Fees in The United States
(6 July 2001)
Speaker: Professor David Skeel, University of Pennsylvania, USA.
Penalties and Regulatory Enforcement
(14 June 2001)
Speaker: Professor Anthony Ogus, University of Manchester and Research Professor, University of Maastricht.
The Purposes and Accountability of the Corporation in Contemporary Society: Corporate Governance at a Crossroads
(4 June 2001)
Speaker: Professor Cindy Schipani, University of Michigan, USA.
The Very Uncertain Prospect of Global Convergence in Corporate Governance
(3 May 2001)
Speaker: Professor Doug Branson, University of Pittsburgh, USA and Visiting Fellow, The University of Melbourne.
Description: Elites in the United States legal academy have been uniform in their prediction of global convergence on a single model of governance for large publicly held corporations. That model is, of course, the US model. The evidence, though, is only of some trans-Atlantic convergence with an outlier here or there. Moreover, the existing scholarship is culturally and economically insensitive. US style corporate governance, with its requirements for truly independent directors who will confront and remove badly performing CEOs, and which has as an element law suits brought by activist shareholders, is simply inappropriate for many cultural settings. Post-Confusian and feudal value systems in countries such as Indonesia, the People's Republic of China, India, and others represent insurmountable barriers to importation of US style corporate governance. Many other societies reject all or most US or westernising influences. Convergence advocates "one size fits all" approach is culturally insensitive in the extreme.
The dominant forms of capitalism in the world are family capitalism and other forms of 'embedded capitalism' in which the economy is perceived to be part of and subservient to the society rather than the other way around. Value and governance systems emerging from the laissez-faire eras in the United States and England during the 1980s, which appeared only once before in history (in mid-Victorian England), simply are not reflective of reality in most other societies in the world, including even many European societies in which family and embedded capitalism predominate and are resistant to change.
Elite US scholars have made these errors before their scholarship is insular. They also have an incorrect view of what globalization truly is or what it means, substituting homogenization for globalization in the same manner many US multinationals do. Last of all, the growth in size and number of large multinational corporations in the 1990s relegates the issue of global convergence to secondary importance. US style corporate governance is another solution to the Berle and Means separation of ownership from control conundrum US scholars have wrestled with for 60 years. Regulary arbitrage, environmental degradation, economic imperialism, and other socio-economic problems posed by the accelerating growth of multinationals, not the separation of ownership from control, are the problems with which corporate law has to come to grips in the 21st century.
Key Developments in Corporate Law & Equity - A Celebration of The Scholarship of Emeritus Professor Harold Ford
(16 March 2001)
Speakers: Professor Ian Ramsay, Harold Ford Professor of Commercial Law, The University of Melbourne; Professor Brian Cheffins, University of Cambridge; Professor Deborah DeMott, Duke University; Justice Alex Chernov, Court of Appeal, Supreme Court of Victoria; Professor Robert Baxt, Partner, Arthur Robinson & Hedderwicks; Justice Robert Austin, Supreme Court of New South Wales; Professor Michael Bryan, The University of Melbourne; Professor Elizabeth Boros, Monash University.
2001 Australian Securities and Investments Commission Summer School
(18-23 February 2001)
Speakers: Mr Seelan Singham, Partner, McKinsey and Company; Dr Günther Sattelhak, Senior Lawyer, Global Technology and Services Division, Deutsche Bank Head Office, Frankfurt; Professor Ann Harding, Professor of Applied Economics and Social Policy and inaugural Director of the National Centre for Social and Economic Modelling, University of Canberra; Ms Deirdre Hutton CBE, Chairman, National Consumer Council, United Kingdom; Mr Rick Eager, Vice-President, Financial Services Group, CSC Australia; Mr Graham Rich, Chief Executive Officer and Publisher, Morningstar; Ms Victoria Weekes, Director, Legal and Compliance, Salomon Smith Barney, Australia; Mr Brian McKenna, Director and Head of Private Client Group, Salomon Smith Barney, Australia; Mr Michael Hawker, Group Executive, Australian Business and Personal Banking, Westpac Banking Corporation; Mr Roger Murray, Executive Legal Counsel, AMP Financial Services; Mr Rob Coombe, Executive Vice-President, Head of Retail, BT Funds Management; Mr Robert King, Chief Executive Officer, Macquarie Bank, Financial Enrichment Pty Ltd; Mr Stuart Marks, Principal Lawyer, Macquarie Bank, eDivision; Mr Brian Thomas, Head of Retail Funds, Credit Suisse Asset Management; Mr Peter Kell, Co-director, Office of Consumer Protection, Australian Securities and Investments Commission; Ms Louise Sylvan, Chief Executive Officer, Australian Consumers Association.
Enforcement of Foreign Country Judgments and the Proposed Hague Convention
(5 February 2001)
Speaker: Linda Silberman, Professor of Law, New York University, USA.
A Transactional Framework To Interpret Contract Law
(5 February 2001)
Speaker: Victor Goldberg, Professor of Law, Columbia University, USA.