Transactional Law Program Seminar - One Step Ahead - Hedge Funds and Private Equity Funds after the Global Financial Crisis
(20 December 2011)

Speaker: Timothy Spangler, Kaye Scholer LLP.

Description: The recent Global Financial Crisis sparked a wave of regulatory reform. This seminar will consider the impact of these reforms on the regulation and operation of hedge funds and private equity funds:

  • What are the limitations of these reforms and what have they accomplished?
  • What changes have fund managers and participants adopted in the absence of comprehensive regulatory reform to private funds vehicles?
  • What is the impact in terms of how funds are structured and documented?
  • What does the future hold for hedge funds and private equity funds in

Corporate Governance and Anti-bribery in Cross-border Transactions
(10 November 2011 Melbourne, 15 November 2011 Sydney)

Speakers: Ross Drinnan, Allens Arthur Robinson; Georgie Farrant, Baker & McKenzie; Peter Haig, Allens Arthur Robinson; Benny Tabulujan; Mini vandePol, Baker & McKenzie; John Yiannis, Transfield Services Ltd.

Description: The increase in cross-border transactions around the world has been accompanied by an increase in the territorial reach of laws on international bribery. In recent years, many jurisdictions have enacted or strengthened the enforcement of legislation prohibiting the payment of bribes and other corrupt activities in foreign jurisdictions. These include the United States, which pioneered such legislation with the enactment of the Foreign Corrupt Practices Act in 1977, the United Kingdom, whose Bribery Act came into force in July this year, and Australia, which amended the Criminal Code Act in 1999 to comply with the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

The recent charges against two Reserve Bank of Australia currency firms - Securency and Note Printing Australia - and their senior executives on suspicion of paying bribes to foreign officials have highlighted the need for companies and executives to understand where to draw the line between behaviour that is permissible and behaviour that is prohibited. In turn, this requires companies to strengthen corporate governance and to undertake appropriate training and supervision of staff who are involved in cross-border transactions and international business. The challenges of complying with the applicable rules become greater when Australian companies deal with counterparties in regions such as Asia, where the underlying cultural norms and practices are often very different from those in Australia.

This seminar brings together four legal and business experts to provide their insights into the current challenges and trends, particularly in the context of international cross-border transactions. It is also an opportunity for Melbourne Law School to introduce its new Transactional Law Program.

The Supreme Court of Victoria 2011 Commercial Law Conference - Current Issues in Commercial Law (15 August 2011)

Speakers: Dr Robert Austin, Minter Ellison; Jon Webster, Allens Arthur Robinson; Neil Young QC, Victorian Bar; Associate Professor Ann O'Connell, University of Melbourne; Professor Deborah Hensler, Stanford Law School; The Hon Justice Bernard Murphy, Federal Court of Australia; The Hon Justice James Judd, Supreme Court of Victoria.

Directors' Duties and the Centro Judgment
(Melbourne 27 July 2011 and Sydney 28 July 2011)

Speakers: Dr Robert Austin and Carolyn Reynolds, Minter Ellison; Tim Bednall and Diana Nicholson, Mallesons Stephen Jaques; Alan Cameron AO; and David Crawford AO

Description: The Centro judgment, in which the Federal Court found that eight Centro directors and executives failed in their duties when they approved the company’s accounts, is one of the most important judgments in recent years in the areas of corporate law and corporate governance. The lead article in the Australian Financial Review was titled “ASIC win puts heat on directors”. Other major articles were titled “Buck stops with the board: judge” (The Australian); “Financial acumen of boards in the spotlight” (Sydney Morning Herald); and “Directors’ wake-up call” (The Age). Some of the many issues raised in the judgment include:

  • The responsibility of directors for the financial accounts including, according to the court, the responsibility of all directors to read, understand and focus on their companies’ financial statements.
  • What is required for directors to have what the court referred to as “the necessary level of financial literacy” and what are the implications for the appointment of directors?
  • What is necessary for directors to undertake what the court referred to as “proper diligence” in relation to the financial statements?
  • What is the right balance between relying on others for the accuracy of the financial statements (such as the chief financial officer, the auditors, the audit committee and directors with financial expertise) and the need for proper diligence by all directors?
  • What board processes (including deciding what information the board receives) can help in ensuring that the board focuses on what is important – including the financial statements – and not be swamped with information and documents?
  • Has this judgment set the standard too high for non-executive directors?

Corporate Governance in the Common-Law World
(30 June 2011)

Speaker: Professor Christopher Bruner, Washington and Lee University School of Law, USA.

Description: Professor Bruner will discuss his comparative research on how stakeholder centric regulatory structures notably social welfare protections available to employees – affect the degree of shareholder-centrism exhibited by corporate governance systems in common-law countries, including Australia, Canada, the United Kingdom, and the United States.

Launch of Professor Ian Ramsay's new book 'The Takeovers Panel and Takeovers Regulation in Australia' by the Parliamentary Secretary to the Treasurer, the Hon David Bradbury MP

(29 March 2011)

Description: The Takeovers Panel and Takeovers Regulation in Australia is a detailed analysis of the first 10 years of the Panel’s history as a rejuvenated organisation. Ian Ramsay brings together leading takeovers practitioners to consider the functions and powers of the Panel, explore why it was established, provide an assessment of its work, examine key issues and discuss possible reforms to the Panel in the future.

Speech by the Parliamentary Secretary to the Treasurer