2005

From the Picketline to the Boardroom: Union Shareholder Activism in Australia

(24 November 2005)

Speakers: Professor Ian Ramsay and Kirsten Anderson, Faculty of Law, University of Melbourne.

Enlightened Shareholder Value and the New Responsibilities of Directors: What Does the Best Director do for the Creditors?

(4 October 2005)

Speaker: Professor Paul Davies, Cassel Professor of Commercial Law, London School of Economics and Political Science, UK.

Description: Greater scrutiny by shareholders of the moral and ethical decisions made by directors along with their legal responsibility towards creditors is now a reality. Explore and discuss the Australian and international implications of these checks and balances with Paul Davies, acknowledged leader in the emerging field of principled commercial liability and accountability.

Lecture

Directors' Duties and Corporate Social Responsibility - The New Environment

(27 July 2005 Sydney, 18 August 2005 Melbourne)

Speakers: Bob Baxt AO, Partner, Freehills (Sydney and Melbourne seminars); Bill Beerworth Managing Director, Beerworth & Partners (Sydney seminar); Leon Davis AO, Chairman, Westpac (Melbourne seminar); Meredith Hellicar, Chairman, James Hardie Industries (Sydney seminar); Harrison Young, Chairman, Morgan Stanley Australia (Melbourne seminar); Richard St John Convenor, Corporations and Markets Advisory Committee (Sydney and Melbourne seminars).

Description: A major issue for company directors is the extent to which they can adopt socially responsible practices consistent with the legal duties imposed upon them by the law. An important development was the announcement on 23 June 2005 that the Parliamentary Joint Committee on Corporations and Financial Services will inquire into corporate responsibility, including whether the existing law of directors’ duties encourages or discourages directors from considering the interests of stakeholders other than shareholders. Another important recent development has been the request by the Federal Government for the Corporations and Markets Advisory Committee (the Government’s main corporate law reform advisory body) to advise it on:

• whether the Corporations Act should be revised to clarify the extent to which directors may take into account the interests of specific classes of stakeholders or the broader community when making corporate decisions; and
• whether the Corporations Act should be revised to require directors to take into account the interests of specific classes of stakeholders or the broader community when making corporate decisions.

Any law reform will occur in a changing environment where directors are operating under higher expectations from investors and the broader community. The UK Government has proposed amendments to directors’ duties that would require directors to consider the interests of stakeholders, other than shareholders, in certain circumstances. The seminar brings together leading speakers to discuss this important issue. Topics discussed will include:

• directors’ duties and corporate social responsibility – a case study from the perspective of the chairman of James Hardie;
• the scope of the existing law of directors’ duties and how directors balance the competing claims of different stakeholders, from the perspective of prominent company directors and bankers;
• arguments for and against changing the law of directors’ duties; and
• the project of the Corporations and Markets Advisory Committee to examine whether the law of directors’ duties needs to be changed.

Institutional Investors and Corporate Governance

(2 June 2005)

Speaker: Professor Geof Stapledon, Faculty of Law, University of Melbourne.

The Takeovers Panel: Key Issues for Companies and Advisers

(26 May 2005, Perth)

Speakers: Michael Ashforth, Managing Director, Gresham Advisory Partners Ltd, Jeremy Cooper, Deputy Chairman, ASIC, George Durbridge, Counsel, Takeovers Panel, Marie McDonald, Partner, Blake Dawson Waldron.

Description: This year the Takeovers Panel celebrates its fifth anniversary as the main forum for resolving takeover disputes. In this time the Panel has delivered almost 150 decisions on a range of important matters relating to takeovers. This seminar brings together leading speakers to examine current and emerging issues for the Panel and those involved in takeovers including:

• Conditions in bids - where should the line be drawn?
• Control transactions outside takeovers and schemes - selective capital reductions, rights issues and buy-backs
• Collateral benefits
• Equal access to information by competing bidders
• ASIC’s relationship with the Panel and ASIC’s current approach to Panel matters
• Understanding the Panel’s approach and what really matters to it
• The Panel or the Courts - where to go if you have a choice?
• Suggestions for effectively dealing with the Panel.

Professor Ian Ramsay launches Leon Gettler's book "Organisations Behaving Badly: A Greek Tragedy of Corporate Pathology"

(12 May 2005)

Description: A lively discussion about Australia’s corporate disasters and the bad boys in suits who were behind them.

The Takeovers Panel: Key Issues for Companies and Advisers

(3 March 2005 Melbourne, 9 March 2005 Sydney)

Speakers: Tim Bednall, Partner, Mallesons Stephen Jaques (Sydney), Richard Cockburn, Director, ASIC (Melbourne and Sydney), George Durbridge, Counsel, Takeovers Panel (Sydney), Byron Koster, Partner, Blake Dawson Waldron (Sydney), Alison Lansley, Partner, Mallesons Stephen Jaques (Melbourne), Marie McDonald, Partner, Blake Dawson Waldron (Melbourne), Simon McKeon, Executive Chairman, Macquarie Bank Limited and President, Takeovers Panel (Melbourne and Sydney), Nigel Morris, Director, Takeovers Panel (Melbourne).

Description: In March 2005 the Takeovers Panel celebrates its fifth anniversary as the main forum for resolving takeover disputes. In this time the Panel has delivered almost 150 decisions on a range of important matters relating to takeovers. This seminar brings together leading speakers to examine current and emerging issues for the Panel and those involved in takeovers including:

• Conditions in bids - where should the line be drawn?
• Covering the "no mans land" between bids and schemes (especially trust schemes)
• Control transactions outside takeovers and schemes - selective capital reductions, rights issues and buy-backs
• Collateral benefits
• Equal access to information by competing bidders
• ASIC’s relationship with the Panel and ASIC’s current approach to Panel matters
• Understanding the Panel’s approach and what really matters to it
• The Panel or the Courts - where to go if you have a choice?

Executive Remuneration and Corporate Governance

(23 February 2005)

Speaker: Gideon Haigh.