Wong Pansy: Securities Legislation Bill — In Committee 
Wong Pansy: Securities Legislation Bill — In Committee 
[Volume:634;Page:5477] 
PANSY WONG (National) 
: 
 Part 2 amends takeovers legislation and I hope that the Minister once again in the spirit of cooperation will consider my amendment to this part. We have heard reported high-profile cases where company mergers try to sidestep the Takeovers Panel and use the restructuring provision in the Companies Act. I am trying to be helpful in saying that we do not need to wait for another piece of legislation to be introduced to the House and taking a few years to go through the first reading the select committee process etc. It seems to me that all the commentators agree that a company in a takeover situation should be dealt with by the Takeovers Panel. 
My amendment proposes that the panel using the stated criteria should have the authority to decide whether a takeover should come before the Takeovers Panel and also rule out mergers when companies are structured for the purpose of avoiding their coming before the Takeovers Panel. In doing so the Takeovers Panel would consider whether the same result would be achieved if it were a takeover whether there was a legitimate commercial purpose in preferring the merger and whether there was a key feature of the merger that could not have been achieved through the use of the takeover mechanism. Key features could include a reduction of capital an amendment of the target’s constitution a variation of the terms of options or convertible securities or an acquisition of more than one class of share by a single procedure. The provision is largely taken from the Australian takeover legislation because I guess in the spirit of closer economic cooperation a lot of our commerce etc. is moving to standardisation with Australia’s. 
It seems to me that those are sensible amendments to avoid company restructures where their purpose is simply to avoid being interpreted as a takeover. National is in a mood of full cooperation and I think that if the Minister has a discussion with her officials she is indicating that they are considering it well the Government is considering my amendments. I always say that if something is worth doing why do we not grasp the opportunity and accept those amendments. We have time; in the next hour or so we can look further through the individual provisions. But it seems to me that we should not tolerate a business that would restructure solely to avoid coming under the Takeovers Code. 
So far we have not really seen too many complaints against the Takeovers Code and the fact is that Part 2 will make further amendments to improve it. It seems to me that businesses should not be allowed to circumvent that issue and obviously I am looking forward to a contribution from my colleague Brian Connell to assure us that Part 2 the amendments we are now debating will improve the Takeovers Code. Maybe the amendments that I am proposing now will help further the working of this legislation. So I am positive and hopeful that the Minister will start to look into those amendments. 
In talking about this takeover I say that we are also pleased that there is a proposal in this legislation that the Commerce Commission the Securities Commission and the Takeovers Panel will sensibly share some of that information to ensure that our legislation regarding the operation of the capital market and security market will work very well. I think we endorse those three agencies to work in a cooperative manner.