CLERP 6 and Securities (9 September 1999)

Speakers: Ms Pamela Hanrahan, Senior Lecturer in Law, The University of Melbourne; Ms Alison Lansley, Partner, Mallesons Stephen Jaques; Mr Alan Shaw, National Manager - Market Integrity, Australian Stock Exchange.

Description: CLERP 6 - Financial Markets and Investment Products, released in 1997, was followed up by a Discussion Paper in March 1999 which outlines the Government's preferred position on implementing these extensive reforms to regulation of the Australian fmancial sector. CLERP 6 proposes a new legislative framework covering:

  • Licensing of financial product markets
  • Licensing of financial services providers
  • Conduct of and disclosure by financial services providers
  • Financial product disclosure

that seeks to integrate regulation across a range of financial products and services including securities, superannuation, investment linked life insurance, futures and derivatives, and banking products. Among other things the CLERP 6 proposals will replace much of the existing regulation contained in the Corporations Law. This important seminar looks at the potential impact of the CLERP 6 proposals on securities issuers, intermediaries and markets.

Lawyers' Professional Negligence: Recent Developments (23 August 1999)

Speakers: Professor Robert Baxt, Partner, Arthur Robinson & Hedderwicks; Mr Norman O'Bryan, Member of the Victorian Bar; Professor Michael Tilbury, Edward Jenks Professor of Law, The University of Melbourne.

Description: 1999 has seen several extremely important developments regarding the professional negligence of lawyers. In May, in a decision described in the Australian Financial Review as "a landmark decision with sweeping ramifications for lawyers throughout Australia" two major law firms and a Queen's Counsel were found liable for more than $20 million in damages over negligent advice on the failed NRMA float. The court held that the law firms and barrister concerned had breached their duty of care to NRMA in failing to warn it of certain possible legal developments at the time work was underway on the proposed NRMA demutualisation.

In the recent judgment of the High Court in Astley v Austrust Ltd the court considered an appeal from a firm of solicitors which had been successfully sued for breach of contract and for negligence in carrying out a retainer to provide legal adyice. The trial judge had held that the solicitors were negligent in failing to advise their client when assuming the position of trustee of an existing trading trust that the client would be personally liable in dealings with third parties unless it limited its liability to the extent of the trust assets. In a judgment which has been widely viewed as controversial, the High Court held that while the client was guilty of contributory negligence, the client was entitled to recover for the whole of the damage that it suffered, because the client sued the solicitors in both contract and tort, and damages awarded pursuant to a claim in contract cannot be reduced by reason of conduct that constitutes contributory negligence.

In another important development, the Australian Competition and Consumer Commission this year settled proceedings against a partner of a law firm on the basis that he had aided, abetted and counselled the client to breach the Trade Practices Act and was directly or indirectly knowingly concerned in or a party to the contravention by the client of the Act. The ACCC announced in a press release that its action "serves as a warning to all professionals, including members of the legal profession, of the obligations imposed on them by the Act, and the potential consequences of non-compliance with the Act".

Directors' and Officers' Liability Insurance: Practical and Legal Issues (12 August 1999)

Speakers: Mr Ross Castle, Director, Aon Financial Services Australia Limited; Mr Fred Hawke, Special Counsel, Clayton Utz; Ms Rachel Symes, Manager, Executive Protection Department, Chubb Insurance.

Description: An important issue for company directors and officers is the availability and terms of the liability insurance available to them. There are many practical problems that need to be addressed when negotiating directors' and officers' liability insurance and recent court decisions have affected the terms of policies. This seminar brings together well-known speakers who will focus upon the practical issues which need to be addressed in negotiating directors' and officers' liability insurance as well as the legal framework which impacts upon these negotiations.

Share Capital Changes: Practical Implications (20 May 1999)

Speakers: Mr Quentin Digby, Partner, Freehill Hollingdale & Page; Mr Norman O'Bryan, Member of the Victorian Bar; Mr Timothy Neilson, Special Counsel, Blake Dawson Waldron; Mr Charles Rosedale, Partner, Clayton Utz.

Description: Fundamental changes in the area of share capital were introduced last year by the Company Law Review Act 1998. The changes include the abolition of par value for shares, new requirements for reductions of share capital, and changes in the area of dividends and redeemable preference shares.The changes have had a significant effect on corporate transactions. This seminar explores the practical implications of the share capital changes and presents the views of leading practitioners who have worked and advised on transactions which had been affected by the changes.

The Business Judgment Rule: Key Issues for Company Directors and Officers and Their Advisers (4 May 1999)

Speakers: Professor Douglas Branson, Professor of Law, University of Pittsburgh,  Visiting Fellow, Faculty of Law, The University of Melbourne; Professor John Farrar, Bond University; Ian Renard, Company Director.

Description: The Corporate Law Economic Reform Program Bill which is expected to be enacted shortly contains a business judgment rule for directors and other officers of companies. There will be no personal liability under the duty of care and diligence if the criteria in the business judgment rule are met. This seminar explores the implications of the business judgment rule for directors and officers of companies and their advisers. The seminar focuses on the practical aspects of the Australian business judgment rule as well as how the business judgment rule in the United States (upon which the Australian rule is based) has worked.

1999 Australian Securities and Investments Commission Summer School (21-26 February 1999)

Speakers: Mr Phillip Thorpe, Managing Director of the United Kingdom Financial Services Authority; Mr Anthony Neoh, Chief Advisor to the China Securities Regulatory Commission and Professor of Law at Peking University, Beijing; former Chairman of the Hong Kong Securities and Futures Commission and former Chairman of the Technical Committee of the International Organisation of Securities Commissions; Ms Felice Friedman, Assistant Director, Office of International Affairs, United States Securities and Exchange Commission; Mr Donald Mercer, Chairman of the Australian Information Economic Advisory Council and Director of the Australian Prudential Regulation Authority; former Chief Executive Officer of the ANZ Banking Group Limited; Dr John Edwards, Chief Economist of HSBC-Australia; Mr Alan Cameron, Chairman of the Australian Securities and Investments Commission and Chairman of the Joint Forum on Financial Conglomerates; Mr Shane Tregillis, National Director, Regulation, Australian Securities and Investments Commission; Professor Ian Ramsay, Harold Ford Professor of Commercial Law and Director of the Centre for Corporate Law and Securities Regulation, The University of Melbourne.


Interpreting Ministerial Directions to Statutory Corporations:  Can Responsible Government Determine Corporate Governance?
(21 October 1998)

Speaker: Mr Christos Mantziaris, Research School of Social Sciences, Australian National University.

Long-Term Contracts and Competition Laws (16 September 1998)

Speakers: Mr David Goddard, Partner, Chapman Tripp, New Zealand; Professor Robert Baxt, Partner, Arthur Robinson & Hedderwicks, Professorial Associate, The University of Melbourne;  Associate Professor Joshua Gans, Melbourne Business School.

Description: When do long-term contracts breach competition laws? This seminar explores the risks posed by the Trade Practices Act for use of long-term contracts, especially in the context of infrastructure projects, and the implications for developers and lenders.

A United States Perspective on the Business Judgment Rule
(13 July 1998)

Speaker: Professor Deborah DeMott, School of Law, Duke University, USA

Patrick Stevedores v Maritime Union of Australia:  The Labour Law, Corporate Law and Commercial Litigation Issues
(24 June 1998)

Speakers: Dr Graham Smith, Partner, Clayton Utz; Mr Andrew Lumsden, Partner, Corrs Chambers Westgarth; Professor Greg Reinhardt, Executive Director, Australian Institute of Judicial Administration.

Description: One of the most controversial issues in recent years in Australia has been the dispute between Patrick Stevedores and the Maritime Union. The judgments of the Federal Court and the High Court of Australia have been the centre of significant debate and controversy. The judgments raise important labour law, corporate law and insolvency law issues. They also raise commercial litigation issues including the use of injunctions.

1998 Australian Securities Commission Summer School (22-27 February 1998)

Speakers: Mr Barry Barbash, Director, Division of Investment Management, United States Securities and Exchange Commission; Dr Mohd Munir Abdul Majid, Chairman of the Securities Commission of Malaysia and Chairman of the Emerging Markets Committee of the International Organisation of Securities Commissions; Mr Edward Waitzer, Senior Partner, Stikeman, Elliott, Toronto; former Chairman of the Ontario Securities Commission, former Chairman of the Technical Committee of the International Organisation of Securities Commissions and former Vice-President of the Toronto Stock Exchange; Professor Ian Harper, Director of the Ian Potter Centre for International Finance, Melbourne Business School and member of the Wallis Committee of Inquiry into the Australian Financial System; Mr Alan Cameron, Chairman of the Australian Securities Commission and Chairman of the Joint Forum on Financial Conglomerates.

The Regulation of Managed Investments: Current Issues and Perspectives (24 February 1998)

Speakers: Mr Edward Waitzer, Senior Partner, Stikeman, Elliott, Toronto; former Chairman of the Ontario Securities Commission and former Vice-President of the Toronto Stock Exchange; Mr Barry Barbash, Director of the Division of Investment Management, United States Securities and Exchange Commission; Mr Shane Tregillis, National Director, Regulation, Australian Securities Commission; Ms Pamela Hanrahan, Senior Lecturer and Member of the Centre for Corporate Law and Securities Regulation, The University of Melbourne, Senior Associate, Arthur Robinson & Hedderwicks.

Description: The regulation of managed funds is of increasing importance given the rapid increase in the amount of funds under management and the Federal Government's proposals contained in the Managed Investments Bill 1997. Mr Waitzer will assess the global trends in managed funds and the impact of technology on market and regulatory structures.

Developments in Closely Held Firms in the United States (13 February 1998)

Speaker: Professor Robert Thompson, Washington University, USA.


The Corporate Law Economic Reform Program
(21 November 1997)

Speakers: Mr Jim Murphy, First Assistant Secretary, Business Law Division, The Treasury; Ms Claire Grose, Chairperson, Corporations Law Committee, Business Law Section of the Law Council of Australia and Partner of Freehill Hollingdale & Page; Professor Robert Baxt, Chairman, Corporations Law Committee, Australian Institute of Company Directors and Partner of Arthur Robinson & Hedderwicks; Professor Bernard Black, Columbia University Law School, USA; Mr David Goddard, Partner, Chapman Tripp Sheffield Young, New Zealand; Senator Ian Campbell, Parliamentary Secretary to the Treasurer.

Description: The Australian Federal Government, in a major policy initiative, has announced that Australia's corporate law will be given a new economic focus as part of the Government's drive to promote business and economic development. Key issues include capital raising, takeovers, futures and securities markets, directors' duties, electronic commerce and accounting standards. The Government's reforms are currently being announced, making this an important and timely conference.

Do Independent Directors Matter?
(20 November 1997)

Speakers: Professor Bernard Black, Columbia University Law School, USA; Henry Bosch AO, Company Director; Jeffrey Lawrence, J P Morgan.

Description: One of the most significant corporate governance debates concerns the role and functions of independent directors. Do they add value to their companies? If so, in what circumstances? The Australian Investment Managers' Association (representing the major institutional investors) has recommended in its Corporate Governance Guidelines that the board of directors of every listed company in Australia should be constituted with a majority of independent directors. Are such guidelines or rules appropriate? This seminar addresses both United States and Australian evidence on these important questions.

Contemporary Developments in Corporate Insolvency Law (A Centenary Celebration of Salomon v Salomon & Co Ltd)
(18 September 1997)

Speakers: The Rt Hon The Lord Cooke of Thorndon, Member of the House of Lords and Judicial Committee of the Privy Council; Professor Len Sealy, SJ Berwin Professor of Corporate Law, University of Cambridge; Professor Roy Goode, Norton Rose Professor of English Law, University of Oxford; Professor John Farrar, School of Law, Bond University and Professorial Associate, The University of Melbourne.

Description: This half-day seminar brings together two major legal issues: contemporary developments in the law of corporate insolvency and a reconsideration of one of the most important corporate law judgments ever delivered - the judgment of the House of Lords in Salomon v Salomon & Co Ltd. This case is regarded as a pivotal common law case and as laying the foundations for the development of modern corporate law in relation to issues such as corporate personality, limited liability and insolvency law.

Directors' and Officers' Remuneration: Current Australian and United States Issues (30 July 1997)

Speakers: Professor Charles Yablon, Cardozo Law School, New York, USA; Ms Elizabeth Alexander, Victorian State President of the Australian Institute of Company Directors and Partner of Price Waterhouse; Mr Alan Cameron, Chairman of the Australian Securities Commission; Mr Paul Jennings, Member of the Corporate Governance Committee of the Australian Investment Managers Association and Australian Shares Manager of National Mutual Funds Management; Mr John Egan, remuneration advisor to governments and the private sector.

Description: Directors' and officers' remuneration is one of the most topical and important issues being debated today. Key questions include the amount of remuneration, the extent to which remuneration is related to company performance, and the appropriate level of regulation including disclosure of remuneration received by directors and officers.

Professor Yablon will provide a US perspective on directors' and officers' remuneration. He will focus on recent US corporate law and taxation law changes relating to disclosure of remuneration. Australian perspectives will be provided by the three commentators who will speak from the perspectives of the Australian Securities Commission (Mr Alan Cameron), the Australian Institute of Company Directors (Ms Elizabeth Alexander) and the Australian Investment Managers' Association (Mr Paul Jennings).

Commercial Fiduciary Duties (8 July 1997)

Speaker: Professor Gillian Hadfield, Faculty of Law, University of Toronto.

Description: Dr Hadfield's thesis is that the identification of fiduciary relationships can be used by courts to assist the parties to incomplete contracts to achieve the benefits of co-operation, despite transaction costs and self-interested behaviour. This analysis will be elaborated with reference to key North American, English and Australian cases.

Electronic Commerce: Regulating in a World of Technological Change (11 February 1997)

Speakers: Mr Steven Wallman, Commissioner, United States Securities and Exchange Commission; Mr Shane Tregillis, Director, Regulatory Policy, Australian Securities Commission; Associate Professor Mark Sneddon, Faculty of Law, University of Melbourne.

Description: Electronic commerce has major implications for the capital markets, their regulation, and the process of raising and investing capital. Prominent among electronic commerce developments is the rapid expansion of the internet which is being used for a range of financial activities including banking transactions and issuing of corporate securities.

Corporate Law Teachers National Conference (9-11 February 1997)

Speakers included:

  • Professor Ron Daniels, Dean, Faculty of Law, University of Toronto, Canada - "Beyond the Board of Directors: A Broader Look at the Corporate Governance Debate in Canada"
  • Professor Eddy Wymeersch, Director, Financial Law Institute, University of Ghent, Belgium - "Corporate Governance: Converging Patterns"
  • Professor Lynne Dallas, University of San Diego School of Law, USA - "The Dual Board and the Corporate Ombudsperson"
  • Professor Michele Havenga, Faculty of Law, University of South Africa - "Corporate Governance: Recent Developments in South Africa"
  • Professor Curtis Milhaupt, School of Law, Washington University in St Louis, USA - "The Market for Innovation in the United States and Japan: Venture Capital and the Comparative Corporate Governance Debate"
  • Professor Guanghua Yu, School of Law, University of Hong Kong - "Policy Implications of Comparative Corporate Governance Studies".

Description: The 7th Annual Corporate Law Teachers Conference has two themes: International Perspectives on Corporate Governance and New Approaches to Teaching Corporate Law. Approximately 30 papers will be presented. Reflecting the international theme of the conference, speakers are from Europe, North America and Asia, as well as Australia and New Zealand.


The Courts and Corporate Law (31 October 1996)

Speakers: Justice Norman Veasey, Chief Justice, Supreme Court of Delaware; Justice David Malcolm, Chief Justice, Supreme Court of Western Australia; Justice Edward Thomas, Court of Appeal of New Zealand; Alan Cameron, Chairman, Australian Securities Commission; Michael Rozenes QC, Commonwealth Director of Public Prosecutions; Catherine Walter, professional non-executive director; Karen Byrne, General Counsel, Australian Stock Exchange; Andrew Rogers QC, former Chief Judge, Commercial Division, Supreme Court of New South Wales; Alex Chernov QC, Victorian Bar; Professor Robert Baxt, Partner, Arthur Robinson and Hedderwicks; Professor Ian Ramsay, Centre for Corporate Law and Securities Regulation, The University of Melbourne.

Description: The role of the judiciary in corporate law has never been more important than it is today. Recent significant corporate law judgments include the High Court's decisions in Gambotto and Byrnes, the New South Wales Court of Appeal's decision in AWA, the South Australian Full Supreme Court's decision in Barrett's case and a number of major decisions in Western Australia and Queensland.

This one day seminar explores the issues associated with the role of the judiciary in corporate law and how this impacts on companies and the conduct and practices of directors and their professional advisers. International perspectives will be provided by two eminent judges:

Corporate Strategies in the Single European Market (20 August 1996)

Speaker: Professor Gilles Guyot of the University of Lyon, France.

Description: The seminar will identify the different types of strategies used by the large corporations operating in Europe at the opening of the single market. This analysis is the result of a recent study of 50 large corporations which show that there is not "one best way" to manage a European corporation because of the great variety of elements involved (size, type of activity, legal constraints, technology, ect). The influence of the single market on those strategies will be examined through two key functions: marketing and human resources management with analysis of changes in the legal, technical and managerial environment of major European corporations.

Derivatives Regulation in the United States: Problems and Issues
(8 July 1996)

Speaker: Professor Roberta Romano of Yale University School of Law and School of Management; Commentator - Mr Shane Tregillis of the Australian Securities Commission.

Description: Derivatives regulation is one of the most important issues today. Recent problems include Barings Bank (£860 million loss), Orange County (US$1.7 billion loss) and Metallgesellschaft (US$1.5 billion loss). Derivatives regulation has been investigated by both the US Congress and, in Australia, by the Parliamentary Joint Committee on Corporations and Securities and the Companies and Securities Advisory Committee.

Deregulation of Public Utilities (4 June 1996)

Speakers: Professor Michael Trebilcock of the University of Toronto Law School with a panel consisting of Professor Phillip Williams of the Melbourne Business School, Mr Jim Holmes, Executive Manager, Business Development of Powernet, Mr David Goddard a partner with the New Zealand firm of Chapman Tripp Sheffield Young, and Mr John Perham of the Privatisation and Industries Reform Division of the Victorian State Treasury Department. This public lecture was co-hosted with the Australian Law and Economics Association.

The CRA-RTZ Merger
(7 May 1996)

Speakers: Mr Stephen Creese of CRA Limited and Mr Ian Renard and Mr Cameron Rider of Arthur Robinson and Hedderwicks.

Description: The recent merger of CRA Ltd and the UK based RTZ Corp plc created the world's biggest mining group (valued at $27 billion) and one of the world's biggest corporate groups. The merged companies will produce 14 major mineral commodities, from aluminium to zinc, in 13 countries and with exploration projects in many other countries. The merger was achieved by CRA and RTZ creating dual listed companies whereby each company retains its own stock exchange listing but their separate businesses are combined into a single economic enterprise.

The three speakers were each closely involved with the merger. Mr Stephen Creese will provide an overview of the merger, explain why the dual listing transaction was attractive and how the transaction was coordinated. Mr Ian Renard will discuss the corporate law issues raised by the transaction while Mr Cameron Rider will discuss the tax issues.

Recent Developments in Legal Professional Privilege and the Privilege Against Self-Incrimination (21 March 1996)

Speakers: Associate Professor Sue McNicol of Monash University, and Mr Peter Cranswick and Mr Peter Hiland of the Australian Securities Commission.

Description: There has been a series of important recent cases dealing with legal professional privilege and the privilege against self incrimination as they apply to the regulation of companies. These cases raise a number of significant practical issues for company officers and their professional advisers. Associate Professor Sue McNicol will review these developments while the speakers from the Australian Securities Commission will discuss the impact of the privileges on the regulatory work of the Commission.

Corporate Governance: An International Perspective (12 February 1996)

Speaker: Professor Richard Buxbaum, University of California at Berkeley, USA.

Professor Buxbaum's address will examine the corporate governance debate from an international perspective. He will focus on the monitoring of corporate management including the roles of the board of directors, institutional investors and audit committees.


Shareholders' Remedies: Australian and United States Developments (29 June 1995)

Speakers: Professor Deborah DeMott, Duke University School of Law, USA; Mr John Kluver, Companies and Securities Advisory Committee; Dr Elizabeth Boros.

Daniels v AWA Limited
(28 June 1995)

Speakers: Professor Robert Baxt, Arthur Robinson and Hedderwicks; The Hon Andrew Rogers QC, formerly Chief Judge, Commercial Division, Supreme Court of New South Wales; Mr W R M Irvine, Chairman of the Board of Directors, National Australia Bank.

Description: The judgment in the New South Wales Court of Appeal in Daniels v AWA Limited (handed down 15 May 1995) is one of the most important Australian decisions relating to the duties and liabilities of company directors and auditors. The Australian Financial Review, in its page one report of the judgment, referred to it as "a landmark court ruling... that has sounded warning bells for directors - but given relief to auditors besieged by liability claims". Three leading speakers will discuss the implications of the judgment.

Recent US Developments in Directors' Duty of Care in Corporate Transactions (10 May 1995)

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

Gambotto v WCP Limited (5 April 1995)

Speakers: Quentin Digby, Freehill Hollingdale and Page; Geoff Hone, Blake Dawson Waldron; Ian Renard, Arthur Robinson and Hedderwicks; Ron White, Norton Smith and Co.

Description: The judgment of the High Court in the Gambotto case (handed down 8 March 1995) is one of the most important Australian decisions relating to:

  • the rights of minority shareholders
  • squeeze outs of minority shareholders
  • capital reconstructions
  • amendment of company articles, and
  • takeovers

Four leading speakers will discuss the implications of the judgment.


Corporate Groups: A United States Perspective on Current Legal Issues and Policies
(12 December 1994)

Speaker: Professor Phillip Blumberg, University of Connecticut School of Law, USA.

The NRMA Case (7 December 1994)

Speakers: George Durbridge, Australian Securities Commission; Frances Hanks, The University of Melbourne; Norman O'Bryan, Barrister; Jon Webster, Arthur Robinson and Hedderwicks.

Description: The judgment of Gummow J in the NRMA case is the most significant Australian judgment relating to prospectuses. Four highly regarded speakers, well-known in the areas of corporate law and trade practices will discuss the implications of the judgment.

Recent Developments in Closely Held Firms in the United States: Limited Liability Companies and Limited Liability Partnerships (17 November 1994)

Speaker: Professor Larry Ribstein, George Mason University School of Law, USA.

Description: This is a very topical seminar given the recent recommendations of the Attorney-General's Corporations Law Simplification Task Force regarding proprietary companies and recent developments regarding limited partnerships in Australia.

In the United States, 46 of the 50 states have legislated to permit limited liability companies ("LLCs"). An important feature of an LLC is that it is treated as a partnership for tax purposes. In general, LLCs under most statutes are distinguished from close corporations and limited partnerships in that the members have complete flexibility to adopt partnership-style management and control provisions while retaining limited liability. In other words, there is no "control rule" as there is in limited partnerships, which holds limited partners personally liable for participating in control.