CommBar and MLS Seminar: Unconscionable Conduct - Immoral, Antisocial or Anticompetitive?

(17 November 2015)

Speaker: Dr Jeannie Paterson (Melbourne Law School) and Matthew Lees (Arnold Bloch Leibler)

This seminar will address recent developments in the law of unconscionable conduct as a result of the Federal Court’s decisions in the Lux Distributors, Coles Supermarkets and Paciocco cases. Among other matters, those decisions raise a fundamental issue: is a finding of unconscionable conduct a question of morality, social values or economics?

CommBar and MLS Seminar: Recent Developments in Trusts

(10 November 2015)

Speaker: Professor Michael Bryan (Melbourne Law School)  and Justice Stephen McLeish (Court of Appeal, Supreme Court of Victoria) 

In this seminar, Professor Bryan will discuss recent developments in the law of trusts, with a reply by Justice McLeish.

Conference - Finance in Asia: Regulating Regional Markets

(6 November 2015)

Speakers: Andrew Mitchell, Douglas Arner, Andrew Walter, Jikon Lai, Ramon Pacheco Pardo, Michael Taylor, Chien-chung Lin, Zhao Yang, Shen Wei, Wan Wai Yee, Bruce Aronson, Kevin Davis, Andrew Godwin,  Ian Ramsay, Christopher Chen Chao-hung.

Conference program

The Monitoring Role of Institutional Owners: Evidence from Shareholders' Voting on Connected Transaction Proposals in Hong Kong

(15 October 2015)

Speaker: Dr Felix Mezzanotte, Hong Kong Polytechnic University 

Description: This seminar will elaborate on the topic of institutional owners, voting rights in companies, and governance effects. In the last decades, institutional ownership has become an increasingly important phenomenon globally. Equity holdings by pension funds, investment funds and insurance companies, among other institutions, are reshaping the ownership structure of companies. In their capacity as owners, institutions can influence corporate governance because they acquire the right to participate and vote in general meetings. There are discrepancies, however, to what extent institutional owners’ voting has constrained managerial conduct. The seminar will present and discuss a research proposal aimed at tackling this problem in a selected setting: the voting in general meeting of connected transaction proposals in Hong Kong listed companies.

Super and Not So Super - Empirical Research Findings on Australia's Superannuation Guarantee

(7 October 2015)

Speaker: Prof Paul M. Secunda (Marquette University Law School), commentary by Mr Michael Chaaya (Corrs Chambers Westgarth)

Description: Professor Secunda has undertaken empirical analysis of the state of the Australian Superannuation Guarantee, with the aim of taking home lessons to the United States 401(k) workplace pension scheme. He has found that Australian Super has done much good for workers, however there are concerns about relatively high investment and administrative fees, the lack of regulatory heft of APRA and ASIC, and the possibility of cartel-type behaviour among the largest Super Funds, banks and financial service providers. In this seminar, Professor Secunda will examine the potential for the development of breach of fiduciary litigation against Super trustees, which already exists in the U.S. under the parallel ERISA framework. He also aims to increase dialogue between finance professors and labour law professors, to come up with an approach that will help cure what is not so super about Superannuation.

The Supreme Court of Victoria 2015 Commercial Law Conference

(7 September 2015)

Speakers: Justice James Edelman, Federal Court of Australia; Wendy Harris QC, Barrister; Dr Pamela Hanrahan, Melbourne Law School; Paul Anastassiou QC; Belinda Thompson, Partner, Allens; the Hon Justice Ross Robson

Current Issues in Takeovers Regulation

(11 August 2015)

Speakers: Allan Bulman and Alan Shaw (Takeovers Panel), Michelle Jablko (Greenhill & Co.) and Rodd Levy (Herbert Smith Freehills)

Presentation slides

The Wolf at the Door: The Impact of Hedge Fund Activism on Corporate Governance

(4 August 2015)

Speaker: Professor John Coffee, Columbia Law School

Description: In his seminar, Professor Coffee explains the factors that have caused the recent explosion in hedge fund activism in the US. He focuses on the impact of this activism, including whether it is shortening investment horizons and discouraging investment in research and development. He also considers possible legal interventions. Professor Coffee discusses an important cause of increased hedge fund activism - the formation of the hedge fund “wolf pack” that can take collective (or at least parallel) action without legally forming a “group” for purposes of the federal securities laws which would trigger an earlier disclosure obligation.

Presentation slides

Private Equity and Venture Capital Funds in Australia: Fees Disclosure and Related Issues

(4 August 2015)

Speakers: Timothy Spangler (Sidley Austin LLP), Ged Fitzpatrick (ASIC), Austin Bell (Johnson Winter & Slattery), Symon Vegter (Advent Private Capital) and Yasser El-Ansary (AVCAL)

Description: 2014 was a bumper year for venture capital and private equity investors in Australia. It was also a year in which venture capital and private equity funds came under some scrutiny by the Financial System Inquiry, which noted concerns about fee structures, transparency and tax treatment. This panel discussion brings together four experts in this area to discuss the challenges facing venture capital and private equity funds and the related legal and regulatory issues.

Shareholder Protection in Takeover Offers and Schemes of Arrangement

(28 July 2015)

Speaker: Professor Jennifer Payne (University of Oxford)

Description: Schemes of arrangement originated in England but have since spread to a number of other jurisdictions. One of the most common uses of schemes is to effect a change of control transaction, as an alternative to a takeover offer. In some jurisdictions schemes have become the mechanism of choice for recommended bids. Jurisdictions differ in their response to this use of schemes. As regards English schemes, the legislative provisions, the courts and the regulatory authorities are neutral as to whether a change of control should be effected by way of a scheme or a takeover offer. By contrast, some jurisdictions, such as Australia, have put in place legislative provisions that potentially constrain this use of schemes, and other jurisdictions make changes to the operation of schemes (such as increasing the approval threshold) which seem designed to respond to concerns regarding the operation of schemes in this context. In this seminar the use of English schemes to effect a change of control will be examined, and the English approach to the regulation of schemes will be defended.

Presentation slides

MLS and CommBar seminar: "Proportionate Liability in Australia – the Decision of the High Court in Selig v Wealthsure Pty Ltd"

(22 July 2015)

Speakers: Andrew Godwin (Melbourne Law School), Fred Hawke (Partner, Clayton Utz) and Samantha Marks QC. Chaired by Anthony Kelly QC.

Description: This seminar will explore the High Court’s recent decision relating to the proportionate liability scheme and apportionment of claims under the Corporations Act, the implications of the decision, and outstanding questions and challenges.

Andrew Godwin presentation slides

Fred Hawke presentation slides

Samantha Marks presentation slides

Re-designing ASEAN Trade in Services: Liberalization through Integration (with familiar characteristics)

(7 July 2015)

Speaker: Professor Bryan Mercurio (Faculty of Law, The Chinese University of Hong Kong)

Description: The seminar will review and analyse efforts of the Association of Southeast Asian Nations (ASEAN) to enhance and integrate its internal trade relations as well as its external trade relations in regards to trade in services. While ASEAN has had a framework agreement on services in place for some time, it is currently in the process of upgrading and (potentially) significantly liberalizing trade in services as part of its plans for an ASEAN Economic Community (AEC) in 2016. The objective of the AEC is deeper integration, but much work remains to be done both in terms of legal architecture and political will. At the same time, ASEAN continues to negotiate comprehensive trade agreements with regional and other partners. Without a clear negotiating objective and united leadership, the resulting economic gains will be unequally dispersed throughout the member states. The ASEAN is at a cross-road – it has the potential to be a fully integrated community, regional leader and global player or it could continue as disjointed network which never quite reaches its potential.

MLS and CommBar Seminar: Challenges Posed by Directors' Duties

(3 June 2015)

Speakers: Dr Rosemary Langford, Melbourne Law School, Catherine Walter AM and Jon Webster, Allens

Description: This was the first in a series of seminars to be presented by the Commercial Bar of Victoria in conjunction with Melbourne Law School's Centre for Corporate Law and Securities Regulation. The speakers examined some of the current challenges faced by directors, and the manner in which these issues are approached by the Courts, academics, practitioners and directors.

Rosemary Langford presentation slides

Jon Webster presentation slides

2015 Harold Ford Memorial Lecture

"Trusts and Statutes" presented by Chief Justice French AC

(20 May 2015)

Description:What may broadly be described as the law of trusts covers the relevant doctrines of equity and statutes which provide for the supervision of trust relationships, qualify equitable principles, and which may give rise to new categories of trust relationships or things called 'trusts'. The interaction of statute law and equitable doctrine as in many areas of interaction between statute law and the unwritten law raises questions about 'coherence' which direct attention to Atiyah's question: All lawyers of course know that large areas of both the common law and the statute law are a shambles but is it one shambles or are there two?

Chief Justice French's speech

Lecture recording

The Asian Infrastructure Investment Bank: Outlook and Implications

(20 May 2015)

Speaker: Professor Douglas Arner, Faculty of Law of the University of Hong Kong

Description: The Asian Infrastructure Investment Bank (AIIB) will be a new multilateral development bank, proposed and led by China. As of April 2015 there are 57 Prospective Founding Members including 14 members of the Group of 20, but notably not the US or Japan. In this seminar Professor Arner will consider the global context of the AIIB and implications for other MDBs such as the World Bank and the Asian Development Bank. Professor Arner will also consider China’s various international financial initiatives and China’s position in the global economic order.

Presentation slides

Corporate Law Teachers Association Conference

(1 – 3 February 2015)  

Keynote speaker: Professor Robert Thompson, Georgetown University

Description: The annual Corporate Law Teachers Association conference was held at Melbourne Law School from 1 – 3 February 2015 and was organised by the Centre for Corporate Law and Securities Regulation. The Keynote speaker was Professor Robert Thompson from Georgetown University, who spoke on the topic "Primacy and Corporate Governance: Shareholders, Directors, CEOs, Employees, Creditors - and Courts." The conference also involved a plenary session on corporate law with judges of the Federal Court of Australia and the Supreme Court of Victoria, a plenary session on empirical research in corporate law and corporate governance led by a panel of academics, and the presentation of more than 70 papers. More than 100 academics attended the conference and came from countries including China, the Czech Republic, Germany, Hong Kong, India, Japan, New Zealand, Singapore, South Africa, Taiwan, Vietnam, the United Kingdom and the United States.

CLTA 2015 Conference Program