Corporate Governance Summit

(26-27 November 2002)

Speakers: Senator The Hon Helen Coonan, Minister for Revenue and Assistant Treasurer; Senator The Hon Ian Campbell, Parliamentary Secretary to the Treasurer; The Hon Bob McMullan MP, Shadow Treasurer; Professor Berna Collier, Commissioner, Australian Securities and Investments Commission; Professor Allan Fels AP, Chairman, ACCC; Dick Warburton, Chairman, David Jones, Caltex Australia; John Ralph, Chairman, Commonwealth Bank of Australia, Deputy Chairman, Telstra; M John Phillips, Chairman, AGL, IBJ Australia Bank Ltd; Anne Keating, Director, S.T.W Communications Ltd, Macquarie Leisure Management Ltd and Omni Leisure Operations Ltd; The Hon Nick Greiner AC, Chairman Baulderstone Hornibrook, British American Tobacco, Former Premier and Treasurer of New South Wales; Tom Pockett, CFO, Woolworths Ltd; Dieter Adamsas, CFO and Deputy CEO, Leighton Holdings; Doug Bailey, CFO, Woodside Engergy Australia; Professor Ian Ramsay, Melbourne Law School, University of Melbourne.


Cross Border M & A Regulation Conference

(23 October 2002)

Speakers: Dennis Garris, Chief of the Office of Mergers and Acquisitions, US Securities and Exchange Commission, Noel Hinton, Deputy Director General, London Takeovers Panel, Thorsten Behnke, Assistant Director, German Financial Supervisory Authority, Zhang Xin, Deputy Director General, China Securities Regulatory Commission, Luis Figueroa, Chilean Securities and Insurance Regulator, Peter Cameron, Chairman, Investment Banking, Credit Suisse First Boston Australia Ltd.

Description: More and more takeovers and mergers involve cross-border offerings and require cross-border approval or exemptions. An international perspective is now essential for every serious M&A practitioner. This forum follows on from the first international conference organised for takeovers regulars, hosted by the Takeovers Panel in October. It will be sometime before Australia has the chance to host the conference again, making this opportunity even more important for the Australian M&A community.

This Forum is a unique opportunity for Australian takeovers practitioners to hear, and speak to, senior regulators from the US SEC, the London Takeover Panel, and similar agencies from other countries. Mr Peter Cameron, Credit Suisse First Boston, will give an Australian perspective on cross-border M&A.

Enron - The Implications for Corporate Governance

(5 July 2002)

Speaker: Professor James Cox, Duke University, USA.

Description: Both the securities law and governance practices are in the spotlight following Enron. The lecture will review the weaknesses in the regulatory quilt that contributed to the collapse of Enron and examine possible approaches for a cure. Among the contributing factors are the weaknesses in the accounting standard setting procedures in the US, weaknesses in auditor independence requirements, weaknesses in the treatment of conflict of interest transactions involving senior management, understaffing of the SEC, and corrupt incentive practices for stock analysts.

Auditors and Audit Committees: Key Issues and Developments

(12 June 2002, Sydney and 28 May 2002, Melbourne)

Speakers: Jillian Segal, Deputy Chair, Australian Securities and Investments Commission (Sydney and Melbourne); Alison Lansley, Partner, Mallesons Stephen Jaques (Melbourne); Jan McCahey, Partner, PricewaterhouseCoopers (Melbourne); Jan Muysken, Partner, PricewaterhouseCoopers (Sydney); Tony Bancroft, Partner, Mallesons Stephen Jaques (Sydney); Professor Ian Ramsay, Director, Centre for Corporate Law and Securities Regulation, The University of Melbourne (Sydney and Melbourne).

Description: Issues to do with auditors' independence, accounting standards, and increasing obligations on audit committees, have all been in the spotlight following a number of prominent corporate collapses such as HIH and Enron and publication of the Ramsay Report on auditors' independence. This seminar brings together leading speakers to discuss these topical issues and consider a number of options for reform.

Compulsory Acquisitions: Key Issues and Developments

(6 June 2002, Melbourne and 4 June 2002, Sydney)

Speakers: Allan Bulman, Australian Securities and Investments Commission (Melbourne and Sydney); George Durbridge, Counsel, Takeovers Panel (Melbourne and Sydney); Ron White, Partner, Coudert Brothers (Sydney); Rob Catto (Melbourne and Sydney); Paul Meadows, Partner, Allens Arthur Robinson (Melbourne).

Description: This seminar deals with compulsory acquisition of shares under the Corporations Act. New provisions were introduced in 2000 allowing a 90% shareholder to acquire the shares of a minority at valuation. The first decisions concerning the new provisions have recently been handed down. These cases include Pauls Ltd v Dwyer, Re Goodyear Australia Ltd and Capricorn Diamond Investments Pty Ltd v Catto. They have revealed differences of judicial opinion about valuing shares and companies for the purposes of the provisions. They have also thrown up difficulties with the operation of the provisions. The speakers have been involved in different ways with compulsory acquisitions: the legislation itself; ASIC's role under it; how the legislation has been interpreted by the Courts; how to value companies for compulsory acquisitions; and how well the new regime is working in practice.

When Corporate Law & Labour Law Collide: Lessons From The Ansett Administration

(23 May 2002)

Speakers: Mr Leon Zwier, Partner, Arnold Bloch Leibler; Mr Mark Mentha, Partner, Korda Mentha, Ms Simone Bingham, Associate, Employment and Industrial Law Section, Maurice Blackburn Cashman; Mr Richard Watts, Industrial Officer, Australian Council of Trade Unions.

Description: The recent collapses of Ansett, One.Tel and other major Australian companies have seen unions making greater use of the Corporations Act and forums such as creditors' meetings, in their efforts to proctect employee entitlements, obtain information and generally play an enhanced role in company administrations. The seminar participants will draw on their close involvement in the Ansett administration to consider the implications of these developments for corporate and labour law practitioners, company officers and administrators, and employees/unions.

Eliminating Road Blocks to a Deal

(18 April 2002, Sydney and 12 March 2002, Melbourne)

Speakers: Mr George Durbridge, Counsel, Takeovers Panel (Sydney and Melbourne); Mr Bruce Dyer, Special Counsel, Blake Dawson Waldron (Melbourne), Mr Michael Hoyle, Director, Macquarie Bank Limited (Sydney and Melbourne); Mr Ross Jones, Mergers Commissioner, ACCC (Sydney); Mr John Kench, Partner, Blake Dawson Waldron (Sydney); Mr Michael O'Bryan, Barrister, Victorian Bar (Melbourne); Mr Damian Reichel, Partner, Blake Dawson Waldron (Sydney) and Mr Bill Reid, Partner, Blake Dawson Waldron (Sydney).

Description: Two major potential road blocks to completing a merger or acquisition are trade practices restrictions and lock-up devices.

The first part of the seminar explores the restrictions that trade practices legislation can impose on completing a deal. Topics to be discussed include managing the ACCC process (what are the options, what is the timetable, negotiating with the ACCC, and international transactions) and understanding the Trade Practices Act issues and the perspective of the ACCC (what are the reasons for the transaction, how relevant is market share, which industries are particularly sensitive, and are decisions based on economics or politics).

The second part of the seminar deals with lock-up devices. Lock-up devices, such as break fees, asset lock-ups and no shop agreements, clearly have the potential to create road blocks for competing bidders. In the case of break fees, however, they may also be said to provide a means of inducing a bid (by reducing the disincentive created by the costs and other risks associated with a public bid) and removing a potential roadblock. The Takeovers Panel released its final Guidance Note on Lockup Devices on 7 December 2001, the same day as the Panel in Normandy 3 announced its decision on the Normandy-Newmont "lock-up". This part of the seminar will consider the Lock-up Devices Guidance Note and the decision in Normandy 3, briefly comparing the approach adopted in selected overseas jurisdictions.

Enron - The Consequences for Corporate Governance and Corporate Law Reform

(16 April 2002)

Speaker: Professor Robert Haft, Georgetown University Law School, USA.