2000

Directors' Duties: Recent Developments and Their Implications for Directors and Advisers

(8 November 2000)

Speakers: Tom Bostock, Partner, Mallesons Stephen Jaques; Tony Greenwood, Partner, Blake Dawson Waldron; John Kluver, Executive Director, Companies and Securities Advisory Committee.

Description: There have been many recent and important developments relating to directors' duties. These developments include significant changes introduced by the Corporate Law Economic Reform Program Act (CLERP) on 13 March 2000, recent judgments of courts, new environmental legislation, and the enactment by the Commonwealth Parliament of the Corporations Law Amendment (Employee Entitlements) Act which commenced operation on 30 June 2000. This Act extends the liability which directors have for insolvent trading under the Corporations Law. It also introduces a new prohibition on persons (including directors) entering into agreements or transactions with the intention of avoiding payment of employee entitlements.

This important seminar brings together leading speakers to explore recent developments in directors' duties and consider the implications of these developments not only for directors but also for their advisers.

The Future of Corporate Regulation: Hughes and Wakim and the Referral of Powers

(3 November 2000)

Speakers: The Hon Joe Hockey, Minister for Financial Services and Regulation; Mr Ian Govey, General Manager, Civil Justice and Legal Services, Attorney-General's Department; Mr Alan Cameron AM, Chairman, ASIC; Joseph Longo, National Director, Enforcement, ASIC; Professor Geoffrey Lindell, Faculty of Law, The University of Melbourne; Mr Dennis Rose AM, QC, Special Counsel, Blake Dawson Waldron, Canberra, Adjunct Professor of Law, University of Canberra, and formerly Chief General Counsel, Attorney-General's Department; Professor Cheryl Saunders AO, Director of the Centre for Comparative Constitutional Studies, Faculty of Law, The University of Melbourne; The Hon Justice R P Austin, Supreme Court of New South Wales; The Hon Justice G F K Santow OAM, Supreme Court of New South Wales; Associate Professor Michael Whincop, Faculty of Law, Griffith University and Director of the Program on Business Ethics, Regulation and White Collar Crime of Griffith University's Key Centre for Ethics, Law, Justice and Governance.

Description: Following the decision of the High Court in The Queen v Hughes on 3 May 2000, the Australian Financial Review referred in an editorial to the "disorder" in corporate law and stated that "the High Court has opened the way to a series of new challenges". The Attorney-General, the Hon Daryl Williams and the Minister for Financial Services and Regulation, the Hon Joe Hockey, issued a joint media release stating that the decision in Hughes "has added uncertainty concerning the enforcement of the Corporations Law and ... raises serious doubts for the future about the DPP's power in a range of other cases . .. it may also have implications for regulatory and administrative action under the Corporations Law".

Following Hughes, over 20 challenges to ASIC's powers were commenced. In one of these, GSP First Mortgage v Lynch, a person facing bankruptcy at the behest of a company incorporated under the Corporations Law is arguing, on the basis of Hughes, that the company's incorporation by ASIC was invalid and therefore the company does not exist. The Federal Attorney-General has stated that this case "goes to the validity of the incorporation of (more than 660,000) companies which no doubt have been transacting business since incorporation" (The Australian, 8-9 July 2000).

Hughes is one of several decisions of the High Court which have presented major challenges for regulation. Another key decision is Re Wakim which removed a significant amount of the Federal Court's jurisdiction in the area of corporate law.

On 25 August 2000 it was announced that the State and Commonwealth governments had reached an agreement whereby the State governments would refer to the Commonwealth Government the Corporations Law and the ASIC Act to deal with the decisions in Hughes and Re Wakim. The referral will last for five years during which time the Commonwealth Government has undertaken to examine the option of a constitutional amendment. The objective is to have the new agreement in place by January 2001. This will require enactment of legislation by the Commonwealth and State Parliaments.

This important half-day conference brings together leading commentators and participants affected by the High Court decisions and the referral of powers. The speakers will discuss the decisions and consider their impact. The speakers will also consider the referral of powers by the States to the Commonwealth Government and discuss how it will operate.

E-Commerce and Financial Services

(16 October 2000)

Speakers: Joe Longo, National Director, Enforcement, ASIC; Malcolm Rodgers, Director, Regulatory Policy, ASIC; Delia Rickard, Director, Office of Consumer Protection, ASIC; Mark Sneddon, Partner, Clayton Utz; Peter Mathews, Assistant Company Secretary, ANZ Banking Group Ltd; Michael Irving, Chief Financial Controller, InvestorWeb; Leanne Bailey, Business Analyst, Computershare.

Economic Law Reform in Developing Countries: The Case of Indonesian Company Law

(11 August 2000)

Speaker: Professor Paul Brietzke, Professor of Law, Valparaiso University Law School, USA.

Insider Trading: Recent Developments and Practical Issues for Market Participants

(4 July 2000)

Speakers: Mr Michael Hoyle, Director, Macquarie Corporate Finance; Mr Stephen Kerr, Partner, Freehills; Mr Joseph Longo, National Director, Enforcement, Australian Securities and Investments Commission; Mr Alan Shaw, National Manager, Supervision, Australian Stock Exchange Limited.

Description: Australia's insider trading laws are controversial because of their wide ambit and uncertain application. Several recent court judgments have accentuated this uncertainty.

In order to establish insider trading, the requirements include (i) a securities agreement to be entered into, (ii) the accused possessed information that was not generally available, and (iii) the accused knew, or ought reasonably to have known, that the information might have had a material effect on the price or value of the relevant securities had it been generally available.

The recent insider trading judgments include R v Evans and Doyle (15 November 1999); R v Kruse (2 December 1999) and R v Firns (4 November 1999). These judgments deal with matters such as when information is generally available and when a securities agreement is entered into for the purposes of the insider trading provisions. These cases, and others that deal with "Chinese Walls", raise practical issues for market participants including compliance procedures.

This important seminar brings together leading speakers to explore recent developments in this area and consider their effect on market participants.

Hughes and Wakim: The Challenges for Corporate Regulation

(22 June 2000)

Speakers: The Hon Michael E J Black AC, Chief Justice, Federal Court of Australia; Mr Alan Cameron AM, Chairman, Australian Securities and Investments Commission; Professor Robert Baxt, Partner, Arthur Robinson & Hedderwicks; Professor Cheryl Saunders AO, Director, Centre for Comparative Constitutional Studies, The University of Melbourne.

Description: Following the recent decision of the High Court in The Queen v Hughes on 3 May 2000, the Australian Financial Review in an editorial referred to the "disorder" in corporate law and stated that "the High Court has opened the way to a series of new challenges". An editorial in The Australian stated that the decision "fails to eliminate uncertainty about corporate law enforcement and a range of other schemes agreed between State and Federal governments".

The Attorney-General, The Hon Daryl Williams and the Minister for Financial Services and Regulation, The Hon Joe Hockey, issued a joint media release stating that "Hughes has added uncertainty concerning the enforcement of the Corporations Law and... raises serious doubts for the future about the DPP's power in a range of other cases... It may also have implications for regulatory and administrative action under the Corporations Law".

Hughes is one of several decisions of the High Court which presents major challenges for corporate regulation. Another key decision is Re Wakim, which has removed a significant amount of the Federal Court's jurisdiction in the area of corporate law while retaining some jurisdiction. The decision may also affect the Federal Court's jurisdiction in other areas of the law.

This important seminar brings together leading commentators and participants affected by the High Court decisions. The speakers will discuss the decisions and consider their impact on existing regulation. The speakers will also consider options for reform, including a referral of powers by the States to the Commonwealth Government in relation to corporate law.

The Corporate Law Economic Reform Program and Fundraising

(30 March 2000)

Speakers: Mr Jon Webster, Partner, Arthur Robinson & Hedderwicks; Mr Michael Ziegelaar, Partner, Freehills; Ms Deborah Hambleton, National Listings Counsel, Australian Stock Exchange; Mr John Price, Principal Lawyer, Regulatory Policy Branch, Australian Securities and Investments Commission.

Description: The Corporate Law Economic Reform Program Act 1999 commences on 13 March 2000. It introduces fundamental changes to the regulation of fundraising by companies. The major changes include:

• permitting shorter disclosure documents;
• liberalising the advertising restrictions for issues of quoted securities;
• clarifying the liability provisions and extending the defences based on due diligence and reliance on others;
• facilitating access to capital by small and medium-sized enterprises by removing restrictions on small scale offers and offers to "sophisticated investors"; and
• removing the requirement that a prospectus be not merely lodged but registered by ASIC.

This seminar brings together leading speakers from major law firms, ASIC and ASX to discuss the implications of CLERP for fundraising.

The Corporate Law Economic Reform Program and Takeovers

(9 March 2000)

Speakers: Mr Rodd Levy, Partner, Freehills; Ms Alison Lansley, Partner, Mallesons Stephen Jaques; Mr Richard Cockburn, National Coordinator, Fundraising and Mergers and Acquisitions, Australian Securities and Investments Commission; Mr Simon McKeon, Executive Director, Macquarie Bank, President, Corporations and Securities Panel.

Description: The Corporate Law Economic Reform Program Act 1999 commences on 13 March 2000. It introduces fundamental changes to the existing takeover laws. The major changes include:

• an enlarged role in dispute resolution for the Corporations and Securities Panel;
• extension of the circumstances where compulsory acquisition of securities is permitted;
• extension of takeover regulation to listed managed investment schemes;
• introduction of a new statutory regime of liability for a defective disclosure document relating to a takeover;
• abolition of the concept of Part A, B, C and D Statements; and
• widening of the downstream acquisition exemption.

This important seminar brings together leading speakers to discuss the impact of CLERP on existing regulation.