Launch of Dr Pamela Hanrahan's new book 'Funds Management in Australia: Officers' Duties and Liabilities' by ASIC Chairman Tony D'Aloisio

(22 Nov 2007)

Speaker: Tony D'Aloisio, Chairman of ASIC.

Financial Sector Development in East Asia and the Role of Law

(23 August 2007)

Speaker: Associate Professor Douglas Arner, Director, Asian Institute of International Financial Law (AIIFL), Faculty of Law, University of Hong Kong.

Description: Ten years after the Asian financial crisis, what has been achieved? A range of countries in the region have exerted great efforts in reforming their financial systems and related legal and regulatory arrangements. At the same time, reforms have been relatively more successful in some countries, but relatively less successful in others. This presentation will review progress, outlook and possible future directions.

The Takeovers Panel - Consequences of the Alinta Litigation

(19 July 2007 Melbourne, 21 August 2007 Sydney)

Speakers: George Durbridge, Special Advisor, Freehills (Melbourne and Sydney); Norman O'Bryan QC, Commercial and Company Law Barrister, Victorian Bar (Melbourne and Sydney); Professor Cheryl Saunders, Director, Centre for Comparative Constitutional Studies, University of Melbourne (Sydney and Melbourne).

Description: On 20 April 2007, the Full Federal Court handed down its decision in Australian Pipeline Ltd v Alinta Ltd. In a 2-1 decision, the court struck down one of the grounds upon which the Takeovers Panel makes declarations of unacceptable circumstances (on the basis that the Panel was, in breach of the Constitution, exercising judicial power) and cast doubt on the other ground upon which the Panel makes such declarations.

It has been said that the decision has rendered uncertain the future operations of the Panel. The decision has also enlivened strong debate on the effect of the separation of powers doctrine on the powers of administrative bodies. The Attorney General has applied for special leave to the High Court to appeal the Full Federal Court decision. Meanwhile, the Takeovers Panel has continued to receive and consider applications, albeit on a more limited basis than before the court decision.

The decision of the Full Federal Court has generated significant controversy and debate. Newspaper headlines following the decision included “Takeovers Panel in doubt as court overrules it twice”, “Call to fix takeover turmoil”, and “Government action needed to resolve Takeovers Panel problem”. In a joint media release published shortly after the court decision, the Commonwealth Treasurer and the Commonwealth Attorney General stated that “The Takeovers Panel plays a vital and integral role in resolving takeovers-related disputes during the bid period. It provides interested parties with an efficient means of resolving disputes without costly and time-consuming litigation. ….The decision undermines the objective that the Takeovers Panel be the primary forum for the resolution of takeovers disputes.”

This seminar brings together leading speakers to examine the implications of the Full Federal Court decision for the Takeovers Panel from a range of different perspectives.

ASIC v Citigroup - The Decision and its Implications

(17 July 2007 Melbourne, 18 July 2007 Sydney)

Speakers: Associate Professor Pamela Hanrahan, Deputy Director, Centre for Corporate Law and Securities Regulation, University of Melbourne (Sydney and Melbourne); Michael Schoenberg, Partner, Allens Arthur Robinson (Melbourne); John Warde, Partner, Allens Arthur Robinson (Sydney).

Description: On 28 June 2007, Jacobson J handed down his decision in ASIC v Citigroup Global Markets Australia Pty Limited. The case, which deals with conflicts of interest and insider trading in the investment banking context, has attracted considerable attention in Australia and overseas.

This seminar analyses the Federal Court’s decision and discusses its implications for the financial sector. The topics covered include: the nature of fiduciary duties, the requirements for informed consent, the operation of Chinese walls, and the application of the insider trading laws to corporations.

ASIC v Citigroup - The Issues and Their Significance

(5 June 2007 Sydney, 7 June 2007 Melbourne)

Speakers: Associate Professor Pamela Hanrahan, Deputy Director, Centre for Corporate Law and Securities Regulation, University of Melbourne (Sydney and Melbourne); Michael Schoenberg, Partner, Allens Arthur Robinson (Melbourne); John Warde, Partner, Allens Arthur Robinson (Sydney).

Description: The recent litigation between the Australian Securities and Investments Commission and Citigroup Global Markets Australia Pty Ltd has attracted considerable local and international attention. The decision has the potential to alter our understanding of the nature of the relationship between financial institutions and their clients and of the manner in which conflicts of interest and confidential information must be handled.

Seminar 1 provides participants with a clear understanding of the issues in dispute between the parties and the position each has taken on the legal questions relating to the conflicts of interest and insider trading elements of the case. Seminar 2, to be held shortly after the decision is handed down, will explain the decision reached by Jacobson J and its practical implications for financial institutions.

Employee Participation in a Unionised Environment: What do Workers Want?

(4 June 2007)

Speaker: Associate Professor Christina Cregan, Department of Management and Marketing, The University of Melbourne.

Description: Assoc Prof. Christina Cregan will present the findings of a study which investigated the willingness of workers in a unionised environment to be involved in employee participation in the form of a company’s joint consultation committee (JCC). In the last two or three decades, many large organisations have placed an increasing emphasis on employee participation schemes. Managers implement them with the aim of increasing productivity and profitability in order to secure company survival in an era of competitive pressures. However, the most common union response has been described as "cautious scepticism". Based on analysis of the survey responses of 1,456 employees in a large public sector organisation, the study discovered that union members who felt they could gain instrumentally from the JCC were, in fact, more willing to participate than non-members. However, members were constrained by union loyalties and by concerns that participation might undermine collective bargaining.

Should Institutional Investors Use Their Considerable Market Power to Influence the Human Resource Practices of Companies?

(31 May 2007)

Speakers: Professor Ian Ramsay, Harold Ford Professor of Commercial Law, Director of the Centre for Corporate Law and Securities Regulation, the University of Melbourne; Shelley Marshall, Research Fellow, Corporate Governance and Workplace Partnerships Project, the University of Melbourne.

Description: Professor Ian Ramsay and Shelley Marshall will present the findings from detailed case-studies of 13 major Australian institutional investors conducted by the Corporate Governance and Workplace Partnerships Project at the University of Melbourne. This study found that many funds are beginning to take into account the human resource practices of companies when they make investment choices, or are engaging with companies to influence their labour management. However, they have generally not realised the potential to do so in a systematic and effective manner.

Public Enforcement of Securities Laws

(29 May 2007)

Speaker: Professor Howell Jackson, Harvard Law School, USA.

Description: The consequence of economic actors ignoring their legal obligations, such as laws that protect outside investors in firms, is a recurring issue. Recent work in finance examines the relative importance for investor protection of private enforcement on the one hand, and public enforcement on the other. This lecture proposes a model for measuring the relative intensity of public enforcement in different jurisdictions and explores the relationship between that and financial outcomes such as stock market capitalisation, trading volume, number of domestic firms and number of IPOs.

No Seat at the Table-How Corporate Governance and Law Keep Women Out of America's Boardrooms

(7 May 2007)

Speaker: Professor Douglas Branson, University of Pittsburgh, USA.

Description: In the US, women have been earned MBAs, JDs, and advanced degrees in great numbers for 35 years. Yet they constitute only 8 percent of the senior managers and 10 percent of the directors of major American corporations. This seminar is based on Professor Branson’s recently published book of the same title (New York University Press, 2007). The book researches the Fortune 500, demonstrating how the reported numbers lag badly behind the expectations and how reality lags further behind yet. Research drawn from linguistics, sociology, work/life literature, corporate governance, and other fields explicate reasons on why this might be so. Professor Branson’s research also demonstrates that much of the advice available on how women might advance, as well as published statistics on progress they have made, are either wrong or misguided. A near majority of women directors sidestep onto corporate boards after careers in academe, not-for profits, or government. Working one’s way up in one or two organizations and being aggressive and assertive may be the worst kinds of counsel for women who aspire to the higher rungs of the corporate ladder. In Australia, women have ascended into senior management positions and onto boards of directors with less frequency than even the US. Do much the same explanations hold true? Or is the situation in Australia fundamentally different?

Contesting Accountability and Legitimacy in Non-State Regulatory Regimes

(4 April 2007)

Speaker: Professor Julia Black, London School of Economics and Political Science.

Description: Professor Julia Black will consider the challenging issue of accountability and legitimacy in decentred regulatory regimes. These regimes are marked by fragmentation, complexity and interdependence between actors, in which state and non-state actors are both regulators and regulated. In addition, their boundaries are marked by the issues or problems with which they are concerned, rather than necessarily by a common solution. Nevertheless, this paper does not ask what mechanisms are necessary to make actors in decentred regulatory regimes accountable or legitimate. Nor does it ask what values may be appropriate, or to whom actors should be made accountable in the regulatory process. Instead, the paper develops a relational understanding of both accountability and legitimacy, suggesting that each is socially and discursively constituted.

2007 Corporate Governance Conference

(16 March 2007)

Speakers: Kevin Murphy, Professor of Finance and Business Economics, USC Marshall School of Business and Professor of Business and Law, USC Law School; Jeremy Cooper, Deputy Chairperson, ASIC; Eric Mayne, Chief  Supervision Officer, Australian Stock Exchange Limited; Andrew Sisson, Managing Director, Balanced Equity Management; Ken Jarrett, Director CJT Capital; Richard Searby QC,  Linda Nicholls, President,  Australian Institute of Company Directors (Vic Div), Deputy Chairman, Healthscope Limited and Director, St George Bank and Sigma Pharmaceutical Group; John Brakey, Head of Alternative Investments, Macquarie Bank; Doug Little, CEO, Constellation Investment Management;  Bob Van Munster, Tyndall Investment Management; Richard Phillips, Managing Director, Caliburn Partnership.

Description: Do investors really care about governance in a bull market? Conventional wisdom would have it that shareholders forget about governance issues in good times. Will ‘governance blindness’ be the new ‘irrational exuberance’ as stock prices begin to fall from their record highs? Is this phase of the market cycle any different to those that have gone before it? Or do institutional investors, regulators and boards have a better understanding of the governance precepts required for buoyant times? This conference will explore the cutting edge of governance in responding to real market conditions. We will focus on:

  • Exploring the structural alignment between shareholders’ interests and executive compensation,
  • Examining the optimal regulatory settings for effective governance,
  • Governing for value in takeover situations and
  • The interplay between governance and private / public equity.

Law and the Market: The Impact of Enforcement

(12 March 2007)

Speaker: Professor John Coffee, Adolf A Berle Professor of Law, Columbia University, USA.

Description: Professor John Coffee’s lecture will explore the relationship between the intensity of enforcement efforts by securities regulators in selected nations and:

  • the cost of equity capital by nation; and
  • the extraordinary listing premium that non-U.S. corporations exhibit upon cross-listing on a U.S. exchange.

The lecture will also explore whether enforcement intensity may dissuade issuers from entering a particular market and may be responsible for the asserted decline in the “competitiveness” of the U.S. capital markets.