zilongwang/ReadingBank huggingface dataset:
Important notice: You may use this material for your own personal reference only. The material may not be used, copied or redistributed in any form or by any means without a LAWLEX enterprise wide subscription. Corporate Law Bulletin Bulletin No. 80, April 2004 Editor: , Director, Centre for Corporate Law and Securities Regulation Published by LAWLEX on behalf of Centre for Corporate Law and Securities Regulation, Faculty of Law, the University of Melbourne with the support of the Australian Securities and Investments Commission, the Australian Stock Exchange and the leading law firms: Blake Dawson Waldron, Clayton Utz, Corrs Chambers Westgarth, Freehills, Mallesons Stephen Jaques, Phillips Fox. Use the arrows to navigate easily across the bulletin = back to Contents = back to top of current section Contents Detailed Contents 1. Recent Corporate Law and Corporate Governance Developments Trial
of listed entities (such as subsidiaries). The class order permits financial services providers who are only licensed to provide services to wholesale clients, to also provide those services to the subsidiaries of professional investors. For practical purposes, many companies carry on different aspects of their business through various subsidiaries. (b) Foreign Accountants [CO 04/173] amends Class Order 01/1256: Qualified Accountant [CO 01/1256]. The amendment recognises certain foreign accountants as qualified accountants the Act. Qualified accountants are able to give a certificate to allow an investor to be regarded as a wholesale client or sophisticated investor for the purposes of paragraphs 708(8)(c) and 761G(7)(c) the Act. This class order also took effect on 2 March 2004. This relief is not interim. This amending class order expands the scope of who may be a qualified accountant to include any member of a eligible foreign professional body (see below) who: In practical terms, the relief will mean that these foreign investors (who are in fact wholesale clients) may be able to more readily access financial services from Australian financial service providers who are licensed to provide financial services to only wholesale clients. For the purposes of the foreign accountant's class order, an eligible foreign professional body covers:  the American Institute of Certified Public Accountants;  Association of Certified Chartered Accountants (United Kingdom);  Canadian Institute of Chartered Accountants;  Institute of Chartered Accountants of New Zealand;  The Institute of Chartered Accountants in England and Wales;  The Institute of Chartered Accountants in Ireland; and  The Institute of Chartered Accountants of Scotland. Copies of class orders [04/150] and [04/173] can be obtained from ASIC's Infoline by calling 1300 300 630 or emailing or from the ASIC website at www.asic.gov.au. 3. Recent ASX Developments 3.1 Listing rule and other developments (a) New Managing Director On 23 April 2004 ASX announced that its new Managing Director and CEO will be Mr Tony D’Aloisio, who is currently Chief Executive Partner of Mallesons Stephen
The repeal of the NGF claims provisions noted in items 2, 3 and 4 under (a) above do not apply to claims under Regulations 7.5.20, 7.5.21, 7.5.22, 7.5.23, 7.5.33, 7.5.40 or 7.5.41 that a claimant was entitled to make before 31 March 2005 (and which was not withdrawn or finally determined before that date) and which is served on Securities Exchanges Guarantee Corporation (SEGC) before 30 September 2005 (transitional claims). In other words, transitional claims can still be made on SEGC in certain circumstances, but only for a limited time. 3.2 Miscellaneous amendments to the ASIC settlement rules A number of amendments were made to the ASTC Settlement Rules on 4 April 2005. The amendments are mainly administrative, consequential and/or miscellaneous in nature. 3.3 Miscellaneous amendments to the ACH clearing A number of amendments were made to the ACH Clearing Rules on 12 April 2005. The amendments are mainly administrative, consequential and/or miscellaneous in nature. 4. Recent Takeovers Panel Developments 4.1 National Foods Limited 01: Panel concludes proceedings On 15 April 2005 the Takeovers Panel announced that it has concluded its proceedings in relation to the application by San Miguel Foods Australia Holdings Pty Ltd (San Miguel) for a declaration of unacceptable circumstances made on 7 March 2005. In light of: the undertakings received from Fonterra Foods Pty Ltd (Fonterra Foods) and supplementary disclosure by Fonterra Foods in its fifth supplementary bidder's statement on 4 April 2005; and the announcement by San Miguel on 6 April 2005 of its increased offer for shares in National Foods, and Fonterra Foods' subsequent announcement on 11 April 2005 that it would close its bid for National Foods and accept San Miguel's offer, the Panel has decided to conclude the proceedings and not to make any declaration of unacceptable circumstances in relation to the proceedings.
4.10 Foreign state immunity and commercial transactions (By Anna White, Mallesons Stephen Jaques) Wells Fargo Bank Northwest National Association v Victoria Aircraft Leasing Limited [2004] VSC 262, Supreme Court of Victoria, J, 19 July 2004 The full text of this judgment is available at: or http://cclsr.law.unimelb.edu.au/judgments (a) Summary  Foreign state immunity from jurisdiction under s9 of the Foreign States Immunities Act 1985 (Cth) (“Act”) is not lost pursuant to the “commercial transaction” exception in s11(1) of the Act if the transaction is predominantly of a political, diplomatic or governmental nature; and  Even if a transaction is characterised as a “commercial transaction” within the terms of s11(1), foreign state immunity can be restored, pursuant to s11(2)(a)(i) of the Act, if all parties to a transaction are foreign states. (b) Facts On 20 February 2004, the United States of America (“United States”) was served with a third party notice (“Notice”) dated 5 September 2003. In this application, the United States sought, inter alia, an order setting aside the Notice on the grounds that: (a) the United States, as a foreign state, was immune from jurisdiction in the proceeding pursuant to the Act; (“Statutory Ground”); and/or (b) the claims made against the United States in the Notice were not justiciable as they required the adjudication of “acts of state” and a “determination of matters bearing upon the validity of acts and transactions of foreign states” (“Non-Justiciability and Act of State Ground”). The determination of the application was a matter of urgency as the of the ‘recovery proceeding’ was to begin shortly. On 27 June 2003, Wells Fargo Bank Northwest National Association (“Wells Fargo”) commenced the recovery proceeding against the defendants in its capacity as security trustee for Export Import Bank of the United States (“Eximbank”). Eximbank is a corporation and an agency of the United States established pursuant to the Export Import Bank Act 1945. All issued capital of Eximbank is held by the United States through the office of the President. In the recovery proceeding, Wells Fargo sought to enforce securities and to exercise its mortgagee remedies in relation to an aircraft owned by Victoria
or (a) Summary In 2000 the defendant, Stephen William Vizard, made improper use of confidential information obtained in his capacity as a director of Telstra Corporation Limited ("Telstra"). Having discovered that Mr Vizard used the confidential information to procure three investments (in an attempt to obtain an advantage for himself and his family), ASIC initiated proceedings in the Federal Court under section 183(1) and section 1317E of the former Corporations Law ("Law"). Mr Vizard had admitted his guilt and in accordance with his Honour's review of the relevant sentencing principles, Justice Finkelstein ordered that Mr Vizard: be disqualified from managing corporations for a ten year period; and pay pecuniary penalties totalling $390,000. Justice Finkelstein addressed notions of morality, public confidence and deterrence in his judgment, from which the following implications arise: the Court's view of the harm caused by so called "white collar" crimes reflect a recognition that great loss and suffering can be caused to investors and shareholders; in cases concerning corporate crimes, which may be concealed in legitimate commercial transactions, the court's primary concern is general deterrence and the good character of the defendant will have little impact on punishment; and the court may be inclined to impose more onerous obligations, such as longer disqualification orders and higher pecuniary penalties, to fortify the general deterrence function of the civil penalty provisions. (b) Facts Mr Vizard invested in listed shares through a company named Creative Technology Investments Pty Ltd ("CTI"). The sole director and member of CTI was Mr Lay, Mr Vizard's accountant. CTI entered a loan agreement with Brigham Pty Ltd ("BPL"), a trustee company. Mr Vizard, his wife and their children beneficially held the shares in BPL and were beneficiaries of the related trust. Pursuant to the loan agreement, BPL would loan funds to CTI to purchase a share portfolio. CTI would pay BPL 90% of the proceeds derived from the sale of any shares after the deduction of certain expenses.
words; notes can be of any length, and should be submitted by Friday 27 February 1998, to the Production Editor, Company and Securities Law Journal, LBC Information Services, 50 Waterloo Road, North Ryde, NSW 2113. The usual Guidelines for Contributors (found on the inside-back page of each issue of the Company and Securities Law Journal) will apply. Note: Abstracts of articles published in the Company and Securities Law Journal are reproduced in this Bulletin with the permission of LBC Information Services. 5. CORPORATE LAW CONFERENCES AND SEMINARS (A) The South Australian Chapter of The Australian Institute of Judicial Administration - Perspectives On White Collar Crime Toward 2000. The Seminar will be opened by The Honourable Justice Olsson, Immediate Past President of the Australian Institute of Judicial Administration. The keynote address will be given by the of Australia, The Honourable Daryl Williams QC AM MHR. The seminar will be held on Friday, 27 February 1998 from 8.45am - 5.00pm, at The University of South Australia, City West Campus, North Terrace, Adelaide. Enquiries should be directed to Mr Phil Hocking, Secretary, on 08 8204 0188. (B) 1998 Corporate Law Teachers’ Conference Can corporations — particularly multi-national corporations — be true citizens of the societies in which they operate? How much influence should a corporation be accorded in its dealings with government and society at a time of widespread privatisation? These are two of the principal questions to be addressed by the judges, practitioners, government officials and academics who will converge on the Law School at Flinders University for the 1998 Corporate Law Teachers’ National Conference next February. The focus of the conference will be the ethics of the relationship between corporations and society, which is reflected in the conferences’ two themes — The Corporation as Citizen, and Teaching Best Practice in Corporate Lawyering. issues to be examined include the implications of privatisation for the relationship between government entities and corporations, and whether a contractarian approach to corporate regulation sufficiently protects the interests of non-shareholders. The conference will run from February 9 to 11, and papers will be presented by eminent academics in the field, among them authors of texts on corporate law from Australia and overseas. Other speakers will include South Australian Chief Justice John Doyle, Justice John Von Doussa and Justice Paul Finn of the Federal Court, and South Australia’s Auditor-General, Mr Ken Macpherson. There also will be displays of recent publications by representatives of legal publishing firms.
person's specialised knowledge, acquired through training, study or experience. The Court stated that the application of section 79 to opinion evidence contained in an affidavit depended upon:  whether the deponent had specialised knowledge based on his training, study or experience; and  whether the evidence was evidence of an opinion of the deponent that was wholly or substantially based on that knowledge. The Court first examined the meaning of 'specialised knowledge'. The Court noted that the concept of specialised knowledge is not restrictive; it encompasses knowledge formally acquired through training or study, as well as knowledge based on experience. It is more than the observations of a non-participating onlooker. Specialised knowledge requires there to be a sufficiently organised or recognised body of knowledge, accepted as a reliable body of knowledge or experience. The Court stated that there also needs to be a general standard of professional diligence or competence that can be applied. The Court then examined the issue of determining whether an expert's opinion is wholly or substantially based on specialised knowledge. In examining this issue, the Court concluded the following:  a professional may give evidence about the content of general practices of professionals in his or her field;  a professional can go beyond the content of general practices, by expressing an opinion about the practice of competent and careful professionals in specified circumstances which are recurring or typical;  a professional can give evidence of what, in precisely stated circumstances which are out of the ordinary, a competent and careful professional would be expected to do;  expert evidence directed to answering a question of law or fact that is directly before the Court is inadmissible;  evidence of an expert as to what he or she would do in the stated circumstances is inadmissible;  the expert must demonstrate how his or her specialised knowledge applies to the assumed or proven facts;  so far as the opinion is based on facts observed or assumed by the expert, such facts must be identified and proved;  the Court must be satisfied on the balance of probabilities that the opinion is wholly or substantially based on the expert's knowledge; and
A Loke and F Hoong, ‘Share Repurchase – Some Policy and Legal Issues’ [1999] Singapore Journal of Legal Studies 180 T C Han, ‘Piercing the Separate Personality of the Company: A Matter of Policy?’ [1999] Singapore Journal of Legal Studies 531 H Kee and L Luh, ‘The Par Value of Shares: An Irrelevant Concept in Modern Company Law’ [1999] Singapore Journal of Legal Studies 552 M Chew, ‘The Securities Regulator in Civil Pursuit: Quaere A New Enforcement Option’ [1999] Singapore Journal of Legal Studies 596 S Chan and L Law, ‘Interests of the Company as a Whole: An Economic Appraisal of Fiduciary Controls’ (1999) 20 University of Queensland Law Journal 186 C Feasby, ‘Corporate Agents’ Liability in Tort: A Comment on ADGA’ (1999) 32 Canadian Business Law Journal 291 The Company Lawyer, Vol 20 No 10, November/December 1999. Articles include: - Creditors’ Interests and ‘Core’ Company Law - Corporate Finance and Receivership - O’Neill v Phillips: Closing the Categories of Unfair Prejudice - Insolvency: International Insolvency Assistance - Bank Fraud: BCCI – Still Counting the Cost - Malaysia: The Position of Share Buy-Backs in Malaysia and Recent Amendments to the Malaysian Companies Act L Aste, ‘Reforming French Corporate Governance: A Return to the Two-Tier Board?’ (1999) 32 George Washington Journal of International Law and Economics 1 B Gordon, ‘Leveraged Buy-Outs and Risks for Lenders in an Australian Context After the Company Law Review Act 1998’ (1999) 10 Journal of Banking and Finance Law and Practice 282 Journal of Corporation Law, Vol 24 No 4, Summer 1999. Special Symposium Issue on Team Production in Business Organisations. Articles include:
2002  The Higgs Review: an assessment of its recommendations  New law on ‘direct’ liability of companies in Italy  Sarbanes-Oxley – a view from outside International Business Lawyer, Vol 31, No 3 (2003). Articles include:  International business acquisitions: transatlantic surprises  Cross-border insolvencies and restructurings in Brazil  Significant role played by small and medium-sized enterprises in the Italian financial market  Shareholders’ agreements in unquoted companies according to the reform of company law in Italy  India’s takeover code – how to define change in ‘control’ Journal of International Banking Law and Regulation, Vol 18, No 11 (2003). Articles include:  The legal nature of Euro banknotes  Sovereign debt – default and restructuring of debts owed to private creditors  Debt restructuring in connection with Luxembourg listed securities  Russia: first steps towards creation of securitisation market  Jurisdictional disharmony and confusion – the Court of Appeal looks at worldwide freezing orders, assets and jurisdiction  Option negotiations by publicly-held companies in Brazil Washington and Lee Law Review, Vol 60, No 1 (2003). Articles include:  The provisional director remedy for corporate deadlock: a proposed statute  Liability for ‘causing’ violations of the Federal securities laws  Who ‘caused’ the Enron debacle?  ‘Up the ladder and over’: regulating securities lawyers – past, present and future The Company Lawyer, Vol 24, No 11 (2003). Articles include:  Fixed charges over book debts – the future after Brumark  The enforcement of insider dealing under the Financial Services and Markets Act 2000  Informational intermediaries and the emergence of the new financial regulation paradigm  How shareholders’ activism can refrain directors from highjacking the company  South Africa: corporate governance issues requiring urgent attention? Washington University Law Quarterly, Vol 81, No 2 (2003). F Hodge O’Neal Corporate and Securities Law Symposium: After the Sarbanes-Oxley Act: The future of the mandatory disclosure system. Articles include:   Reforming the Culture of Financial Reporting: The PCAOB and the Metrics for Accounting Measurements  
1.12 Criminal penalties for serious cartel behaviour On 2 February 2005 it was announced that the Australian Government will amend the Trade Practices Act 1974 to introduce criminal penalties for serious cartel conduct. The Review of the Competition Provisions of the Trade Practices Act (the Dawson Review) recommended the introduction of criminal penalties for serious cartel conduct, recognising the growing international experience that suggests they are effective in deterring serious cartel conduct. However, the Dawson Review also indicated that a number of problems with the introduction of criminal penalties needed to be resolved before such penalties could be introduced. Principally, the problems identified in the Dawson Review centred on appropriately defining a criminal offence and implementing an effective leniency or immunity policy in the Australian context. The proposed criminal cartel offence will prohibit a person from making or giving effect to a contract, arrangement or understanding between competitors that contains a provision to fix prices, restrict output, divide markets or rig bids, the contract, arrangement or understanding is made or given effect to with the intention of dishonestly obtaining a gain from customers who fall victim to the cartel. To ensure the offence targets serious cartel conduct that causes large scale or significant economic harm, and that minor breaches are dealt with through civil rather than criminal proceedings, the DPP and the ACCC will enter into a formal, publicly available Memorandum of Understanding (MOU) establishing procedures for the investigation of the cartel offence and the circumstances in which the ACCC will refer a case to the DPP for prosecution. The MOU will also specify that in making an independent determination as to whether to prosecute a particular matter, the DPP will consider factors such as the impact of the cartel and the scale of detriment caused to consumers and the public, and previous admissions to or convictions for cartel conduct. The ACCC will issue guidelines, prepared in consultation with the DPP, to outline the factors that will inform any decision to pursue a criminal investigation. trial
The forum was convened by GAO to discuss key issues related to financial literacy. Participants included representatives of US federal, state, and local government agencies, academic experts, non-profit practitioners and representatives from the private sector. 'Financial Literacy: Strengthening Partnerships in Challenging Times' summarizes the collective discussion of the forum participants. The following themes were identified during the forum: the need for financial literacy efforts to focus on key populations and skills; the need to identify the most effective approaches to improving financial literacy and targeting efforts accordingly; the need to enhance the role of employers in improving their employees' financial literacy; the need to leverage the unique role of the federal government in improving financial literacy; the need to increase coordination and partnerships within and across levels of government and different sectors; and the need to identify lessons from initiatives designed to improve consumer behaviours. The full text of the discussion summary is available on the GAO website. Detailed Contents 1.6 Government announces closure of the Financial Reporting On 7 February 2012, the Government announced that the Financial Reporting Panel ('FRP') would be wound up. The FRP was established in 2006 to resolve contested issues between ASIC and reporting entities over the application of accounting standards to financial reports. According to the Government, the demand on the FRP as an alternative dispute resolution mechanism has proven to be too low to justify its continued operation. The Government previously announced that it would wind up the FRP in due to lower than expected referral rates. Between 2006, when it was established, and 2010, only one case was referred to the FRP, but the matter was resolved before a determination was made. Four cases were referred to the FRP in August 2010. These referrals led the Government to review whether there was an ongoing role for the FRP but there have been no referrals to the body since that time. Amendments to the Corporations Act 2001 will be introduced into Parliament to give effect to the Government's decision. Detailed Contents 11
‘The Role of Corporate Governance Practices in the Development of Principles Relating to Directors’, Justice Alex Chernov, Judge of the Supreme Court of Victoria. Chapter 4 ‘Corporate Governance, Corporate Law and Global Forces’, Justice Michael Judge of the High Court of Australia. Part 3 - Directors’ Duties Chapter 5 ‘Directors’ Duties: The Governing Principles’, Chief Justice David Malcolm, Chief Justice of the Supreme Court of Western Australia. Chapter 6 ‘The Duty of Care of Company Directors in Australia and New Zealand’, Professor John Farrar, Faculty of Law, Bond University; Professorial Associate, Faculty of Law, The University of Melbourne. Chapter 7 ‘The Duty of Care of Directors: Does it Depend Upon the of the Pendulum?’ Professor Robert Baxt, Partner, Arthur Robinson & Hedderwicks; Professorial Associate, Faculty of Law, The University of Melbourne. Chapter 8 ‘Directors’ Statutory Duties of Honesty and Propriety’, Michael J Whincop, Lecturer, Faculty of Law, Griffith University. Chapter 9 ‘The Role of Nominee Directors and the Liability of their Appointors’, Justice E W Thomas, Judge of the Court of Appeal of New Zealand. Chapter 10 ‘Shadow Director and Other Third Party Liability for Corporate Activity’, Robyn Carroll, Senior Lecturer, Faculty of Law, The University of Western Australia.
Ann Graham, Administrator, Centre for Corporate Law and Securities Regulation, Law School (Baldwin Spencer Building), The University of Melbourne, Parkville Victoria, Australia 3052, telephone: 613 9344 5281, facsimile: 613 9344 5285, email: cclsr@law.unimelb.edu.au (B) PAPERS PRESENTED AT THE 1997 CORPORATE LAW WORKSHOP OF THE BUSINESS LAW SECTION OF THE LAW COUNCIL OF AUSTRALIA Chapter 1 ‘Chinese Walls and Conflicting Duties of Finance, Securities and Investment Houses - Should the Law adapt to Commercial Realities?’, Professor Don Harding, Partner, Freehill Hollingdale and Page. Chapter 2 ‘Directors’ Duty of Care - What is the New Standard?’, Sally Sievers, Faculty of Law, Monash University. Chapter 3 ‘Accounting Standards and the Law’, Dr. Robert Austin, Partner, Minter Ellison. Chapter 4 ‘Reform of Australian Company Law - The ASX’s View’, Karen Hamilton, General Counsel and Company Secretary, Australian Stock Exchange Ltd. Chapter 5 ‘Current Issues - The ASC’s Perspective’, Alan Cameron AM, Chairman of the Australian Securities Commission. Chapter 6 ‘Take-over Regulation - Designs for Reform’, Tom Bostock, Partner, Mallesons Stephen Jaques. Chapter 7 ‘Interesting Aspects of Take-over Practice in 1997’, David Feethan, Roger Casey and Michael Ashforth, Gresham Partners Ltd.
(A) (B) (C) (D) (E) (F) (G) (H) 4. (A) (B) 5. (A) (B) (C) (D) (E) 6. 7. 8. 9. 10. 11. 1. CENTRE FOR CORPORATE LAW SEMINARS (A) DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE: PRACTICAL AND LEGAL ISSUES 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 Date: Thursday 12 August 1999 See Item 7 in the Bulletin for further details
MVP100/CoreDial Setup Guide We offer these instructions to assist in configuring your InFocus device. Every SIP service provider decides what SIP features it will support. Third party SIP services may only allow audio calls. InFocus does not guarantee any functionality provided by these services. MVP100 Setup In to sign-in to the MVP100 web interface, you will first need to know the phone’s IP address. You can find this on the “Status” screen of the phone by pressing the “Settings” hard button. Once you have the phone’s IP address, open a web browser, type https:// followed by the IP address and :8443 and press enter. On the next page you will click on > “Advanced” then click on > “Proceed to”. An authentication box will pop-up > in the “Username” field type admin > in the “Password” field type 4321 then click the “Log In” button. You will now be on the MVP100 web interface dashboard page. From here you can enter the SIP credentials you received from the Phone.com user interface by clicking the “Account” tab toward the top of the screen and then choose one of the three “Accounts”. Next you will fill in the following: SIP URI(username@fs8.coredial.com) Username Password Proxy Mode(Manual) Proxy Address 1(fs8.coredial.com) Transport(UDP) All other fields should be left empty. Finally, the blue “Save” button and you are ready to use your MVP100 with the CoreDial service.
will report on its performance against key efficiency indicators in its annual report. The Charter is available on the ASIC website. 3. Recent ASX Developments 3.1 ASX markets supervision: new structure operates from 1 July 2006 On 1 July 2006, the Australian Stock Exchange (ASX) implemented the new market supervision arrangements announced in December last year, to strengthen market integrity and bring greater transparency and accountability to its supervisory operations. From 1 July 2006, all ASX's supervisory operations will be conducted by a subsidiary company: ASX Markets Supervision Pty Ltd. ASX Markets Supervision will operate under its own Charter and in line with its own principles-based approach to supervisory operations. the new structure, ASX supervisory operations will be conducted by existing Market Supervision staff reporting to the Chief Supervision Officer (CSO). The CSO position has been filled by Eric Mayne, currently ASX's Group Executive, Market Supervision. As previously announced, the CSO will report to the Board of the subsidiary company on operational supervisory matters. The new subsidiary company will be responsible for monitoring the conduct of market users and their compliance with ASX's Operating Rules, enforcing the Operating Rules and ensuring that sufficient resources are allocated to it to perform its supervisory functions. It will also have primary responsibility for monitoring the handling of conflicts between the commercial and supervisory interests of ASX. new arrangements enable ASX to reinforce the confidence of listed entities and investors, continue to address the perception of conflicts between ASX's commercial and supervisory operations, and minimise the costs of compliance for market users. ASX Limited remains the licensed operator of its markets, as required under corporations law, and continues to be subject to the conditions of those licences. In addition, the existing oversights of ASX supervision provided by the Australian Securities and Investments Commission (ASIC) and ASX Supervisory Review (ASXSR) will continue. ASX announced the decision to create a new supervisory company on 15 December 2005. Further information is available on the ASX website. 3.2 ASX developments
(1998) 20 Cardozo Law Review 1-134. Special Issue on ‘Insider Trading: Law, Policy and Theory After O’Hagan’. Articles include: - Lawrence Cunningham, ‘The Heyman Center’s Roundtable on Insider Trading’ - Brodsky and Daniel Kramer, ‘A Critique of the Misappropriation Theory of Insider Trading’ - Roberta Karmel, ‘Outsider Trading on Confidential Information - A Breach in Search of a Duty’ David A Steele and Andrew G Spence, ‘Enforcement against the Assets of a Business Trust by an Unsecured Creditor’ (1998) 31 Canadian Business Law Journal 72 (1998) 7 Canterbury Law Review 1-231. Special on Asian commercial law. Articles include: - James D Cox, ‘Globalization’s Challenges to the United States Securities Laws’ - Jordan, ‘The Politics of Law Reform: The Making of New Companies Law in Hong Kong’ - Berna Collier, ‘Common Law Principles Applicable to Lifting The Corporate Veil in Malaysia and Singapore’ - Desh Gupta, ‘Lessons from South Asian Currency, Stock Market and Economic Crises: Opportunities for Business’ - Elaine Hutson, ‘The Regulation of Corporate Control in Australia: A Historical Perspective’ - Roman Tomasic and Bahrin Kamarul, ‘The Rule of Law and Corporate Insolvency in Six Asian Legal Systems’ - Daniel Li, Mark A Fox and Gordon R Walker, ‘Reform of State-Owned Enterprises and Foreign Direct Investment in The People’s Republic of China’ - Kui Hua Wang, ‘Some Legal Issues of Investing in Asia: An Australian Perspective’ Simon Jay, ‘The Euro: Impact on Company Law’ (1999) 27 (No 1) International Business Lawyer 14 Jonathan Macey, ‘The Legality and Utility of the Shareholder Rights Bylaw’ (1998) 26 Hofstra Law Review 835
under the voidable transaction. Section 588FE of the Act is concerned inter alia with insolvent transactions. Section 588FF(3) provides that an application may only be made under subsection (1):  within three years after the relation back day; or  within such longer period as the Court orders on an application under this paragraph made by the liquidator within those 3 years. The 'relation back day' is defined by the Act and is essentially the day on a company is taken to be wound up. (ii) Extension of time section 588FF(3)(b) of the Act The Company was a dealer in photo-copiers and related products in New South Wales. It entered into leasing transactions with its customers as an undisclosed agent for various financiers, including Capital Finance and Capital Corporate. The Company was put into liquidation and the liquidator formed the view that various preference payments made to Capital Finance under the lease agreements were insolvent transactions of the Company under section 588FC of the Act. On 22 June 2004, the liquidator filed an application seeking an order directing Capital Finance to pay to the Company an amount under section 588FF(1) of the Act and this application listed various transactions. A further order sought that the period prescribed by section 588FF(3)(b) of the Act, within which any application in respect of any voidable transaction could be made, be extended. Capital Finance resisted the application on the basis that the Court did not have power to, nor should it as a matter of discretion, grant an extension of time under section 588FF(3)(b) of the Act because the application for an extension of time was made in a general form in relation to a class of transactions and therefore lacked sufficient specificity required by the Act. (iii) Joinder of Capital Corporation
M Grub, ‘A Towards More Shareholder Value in Germany: Recent Developments in German Stock Corporation Law’ (1999) 10 International Company and Commercial Law Review 42 P Omar, ‘Alternative Dispute Resolution in French Company Law’ (1999) 10 International Company and Commercial Law Review 75 B Romanek, ‘The SEC’s Year 2000 Campaign’ (1999) 27 International Business Lawyer 129 M Brown, ‘Legal Aspects of Acquiring a Publicly Traded US Company’ (1999) 27 International Business Lawyer 133 T Fisher and J Martel, ‘Should We Abolish Chapter 11 of the Federal Bankruptcy Reform Act? Evidence from Canada’ (1999) 28 Journal of Legal Studies 233 R Karmel, ‘Creating Law at the Securities and Exchange Commission: The Lawyer as Prosecutor’ (1998) 61 Law and Contemporary Problems 33 M Fox, ‘The Political Economy of Statutory Reach: US Disclosure Rules in a Globalizing Market for Securities’ (1998) 97 Michigan Law Review 696 D Nagy, ‘Reframing the Misappropriation Theory of Insider Trading Liability: A Post-O’Hagan Suggestion’ (1998) 15 Ohio State Law Journal 1223 C Yablon and S Sparling, ‘United States v Adlman: Protection for Corporate Work Product?’ (1998) 64 Brooklyn Law Review 627 (1998) 76 Washington University Law Quarterly 447-682. Special issue on the Implications of the Private Securities Litigation Reform Act. Articles include: - E Weiss and J Moser, ‘How to Resolve the Procedural Catch-22 that the Private Securities Litigation Reform Act Creates’ - D Branson, ‘Securities Litigation in State Courts - Something Old, Something New, Something Borrowed’ - H Sale, ‘Heightened Pleading and Discovery Stays: An Analysis of the Effect of the PSLRA’s Internal-Information Standard on 1933 and 1934 Act Claims’ - W Lerach, ‘The Private Securities Litigation Reform Act of 1995 - Twenty-Seven Months Later’ - R Rosen, ‘The Statutory Safe Harbour for Forward-looking Statements After Two and a Half Years: Has It Changed the Law? Has It Achieved What Congress Intended?’
L ‘Multinational Corporations and US Technology Policy: Rethinking the Concept of Corporate Nationality’ (1999) 87 Georgetown Law Journal 563 K Davis, ‘Corporate Opportunity and Comparative Advantage’ (1999) 84 Iowa Law Review 211 G Pimstone, ‘Going Quietly About Their Business: Access to Corporate Information and the Open Democracy Bill’ (1999) 15 South African Journal on Human Rights 2 Washington University Law Quarterly, Vol 77 No 2, Summer 1999. Special symposium issue on The Modernization of Financial Services Legislation. Articles include: - H Garten, ‘The Consumerisation of Financial Regulation’ - H Jackson, ‘Regulation in a Multisectored Financial Services Industry: An Exploratory Essay’ - C Milhaupt, ‘Japan’s Experience with Deposit Insurance and Failing Banks: Implications for Financial Regulatory Design?’ - D Skeel, ‘The Market Revolution in Bank and Insurance Firm Governance: Its Logic and Limits’ - P Swire, ‘Financial Privacy and the Theory of High-Tech Government Surveillance’ E Welle, ‘Freedom of Contract and the Securities Laws: Opting Out of Securities Regulation by Private Agreement’ (1999) 56 Washington and Lee Law Review 519 R Hay, ‘Rights of Re-entry Following Appointment of Administrator Under the Corporations Law’ (1999) 7 Australian Property Law Journal 266 G Hill, ‘The Demise of (1999) 27 Federal Law Review 547 P Omar, ‘The UNCITRAL Model Law on Cross-Border Insolvency’ (1999) 10 International Company and Commercial Review 242 S Picciotto and J Haines, ‘Regulating Global Financial Markets’ (1999) 26 Journal of Law and Society 351 R Prentice, V Richardson and S Scholz, ‘Corporate Web Site Disclosure and Rule 10b-5: An Empirical Evaluation’ (1999) 36 American Business Law Journal 531 S Miller, ‘How Should UK and US Minority Shareholder Remedies for Unfairly Prejudicial or Oppressive Conduct be Reformed?’ (1999) 36 American Business Law Journal 579
The issue turned on the meaning of the words “would have had” in section 588FG(2)(b)(ii) and whether those words:  refer to a past course of conduct in which a “reasonable person”, in the creditor’s “circumstances”, would have engaged; or  are limited to what such a “reasonable person” would have concluded on the basis of the information in fact available to the particular creditor. The held that the words “would have had” in section 588FG(2)(b)(ii) should be construed as the “reasonable person’s” assessment of information in fact in the possession of the creditor and into whose “circumstances” the reasonable business person is theoretically placed. Thus, "a reasonable person in the [creditor's] circumstances" is taken to know the facts actually available. As regards additional inquiries, the only relevant fact that a “reasonable person” is taken to know is that inquiries that could or should have been made, had not been made. The court opined that if section 588FG(2)(b)(ii) obliged a creditor to make inquiries and, therefore, a “reasonable person” in its circumstances is taken to have done so, an honest response by the debtor would usually, perhaps always, contain grounds for suspicion, if not proof, of insolvency. The court found that it is most unlikely that Parliament intended the defence to be virtually unavailable. (It should be noted that the court's consideration of this issue was on the presumption that there was no deemed actual knowledge of such information, although, as discussed in paragraph (b)(ii) of this case note, the court did not need to decide that issue. In the more recent case of Dean-Wilcocks v Commissioner of Taxation [2004] NSWSC 1058 the court was called to decide the issue and held that ATO is deemed to have knowledge of all information that has been conveyed to its various officers and sections.) Finally, the court observed that a failure to make inquiries may, in some cases, be of considerable significance when determining the good faith element of the defence under section 588FG(2)(a), but that was not so in the circumstances of this case. 5.6 Contracting prior to registration (By Kate Griffiths, Blake Dawson Waldron)
a Member Organisation) for Affiliates (formerly natural Person Members), as was adopted in the constitution and Rules prior to demutualisation. The following is a summary of the changes: (a) New Definitions Section This is a revised version of the section which previously appeared at the beginning of the Business Rules. It includes some definitions and principles of interpretation previously located in the Articles. (b) New Section 5A This section deals with the recognition of Affiliates and Participating Organisations. The concept of 'Member' which previously appeared in the constitution and Business Rules has been replaced with either Participating Organisation or Affiliate. The section contemplates that natural persons will be recognised as Affiliates and that corporations and partnerships will be recognised as Participating Organisations. The admission procedure for an Affiliate is modelled on the admission requirements for a 'Member' which applied prior to demutualisation. The previous requirement that applicants be 'not less than 21 years of age' has been removed. A provision for a register of Affiliates has been added. Provisions for Participating Organisations and Affiliates to be notified of applications to become a Participating Organisation or an Affiliate have been removed. Requirements for a partnership conducting business have been incorporated into the requirements for ASX to recognise a partnership as a Participating Organisation (for example, the number of partners who must be Affiliates). The drafting also endeavours to ensure that the requirements for partnerships appropriately mirror those for corporations (for example, provision has been added requiring the constituent documents of a partnership to contain provisions which require continued compliance by the partnership with the requirements of the Business Rules. Provision has been added to require notification of the appointment of a new partner who is not an Affiliate). The provision allowing a person to carry on business as a sole trader in limited circumstances on dissolution of partnership has been retained. (c) New Section 5 New section 5 includes those provisions of the previous Business Rules, and to a lesser extent the constitution, which are concerned with the day to day running of a Participating Organisation's business. (d) New Section 13
J Farrar, ‘Good Faith and Dealing With Dissent in Prospectuses’ (1999) 1 University of Notre Dame Australia Law Review L Griggs, ‘Bankruptcy Policy and the Decision of the High Court in Pyramid Building Society v Terry’ (1999) 1 University of Notre Dame Australia Law Review M Young, ‘Floating Charge Restrictive Clauses and Unsecured Negative Pledge Covenants in Australian Corporate Debt Financing’ (1999) 10 Journal of Banking and Finance Law and Practice 205 N Aroney, ‘The Constitutional Demise of the Cross-vesting Scheme’ (1999) 7 Insolvency Law Journal 116 G Sutherland, ‘Some Insolvency Implications of the High Court’s Views on Cross-vesting’ (1999) 7 Insolvency Law Journal 132 B Wyhoon, ‘Insolvency Practitioners: How Should They Be Paid?’ (1999) 7 Insolvency Law Journal 144 M Dore, ‘Partnership Law and Practice Under the New Iowa Uniform Partnership Act’ (1999) 47 Drake Law Review 497 A Agrawal, J Jaffe and J Karpoff, ‘Management Turnover and Governance Changes Following the Revelation of Fraud’ (1999) 42 Journal of Law and Economics 309 C Alexander, J Arlen and M Cohen, ‘Regulating Corporate Criminal Sanctions: Federal Guidelines and the Sentencing of Public Firms’ (1999) 42 Journal of Law and Economics 393 J Parker and R Atkins, ‘Did the Corporate Criminal Sentencing Guidelines Matter? Some Preliminary Empirical Observations’ (1999) 42 Journal of Law and Economics 423 C Alexander, ‘On the Nature of the Reputational Penalty for Corporate Evidence’ (1999) 42 Journal of Law and Economics 489 OBTAINING COPIES OF ARTICLES Subject to copyright restrictions, the articles listed above are available from the University of Melbourne Law School Library by fax or post for a fee. The charges for MelbLaw Express are $3.00 per page fax within 2 hours; $2.50 per page fax same day and $2.00 per page mailed out (includes postage). This service is available 9 - 5, five days per week. Please contact Prue Presser or Kosmidis:
(ii) contains meaningful jurisdictional disclaimers; and (iii) there is no misconduct; (b) issuers that ASIC regulates will be required to include a statement in their electronic prospectuses identifying the countries where their securities are available; and (c) ASIC will continue its co-operative efforts with international regulators to: (i) improve certainty for Australian issuers who make available offers, invitations or advertisements of securities on the Internet; and (ii) promote the confident and informed participation of consumers in Internet transactions in financial products. A copy of the policy proposal is available from the ASIC website at : http://www.asic.gov.au or the ASIC Infoline on 1 300 300 630. Submissions are due by 9 October 1998 and should be directed to: Croker Regulatory Policy Branch ASIC GPO Box 5179AA Melbourne 3001 E-mail: regpol.melb@asic.gov.au (G) COMPLAINTS RESOLUTION SCHEME APPROVED On 16 September 1998, ASIC approved the first complaints resolution scheme under its interim policy statement dealing with the Good Advice Regulations for financial advisers. The Financial Services Complaints Resolution Scheme (FSCRS), an initiative of the Financial Planning Association of Australia, has been approved for the purposes of considering complaints about licensees who provide investment advice to retail investors. From 1 October 1998, licensees must becomes members of an external complaints resolution scheme approved by ASIC. The approval granted to the is valid until 1 October 1999. The approval is conditional upon the scheme addressing key elements of the interim policy statement dealing with the adequacy of resourcing and independence from member organisations.
M Wilkinson, ‘Hong Kong Corporations After the Hand Over: Matimak Revisited’ (1999) 29 Hong Kong Law Journal 345 C Booth, ‘When Government Intervenes: Winding Up Fraudulent Companies in Hong Kong’ (1999) 29 Hong Kong Law Journal 368 J Brock, ‘The Propriety of Profit-making: Fiduciary Duty and Unjust Enrichment (2000) Vol 58 No 2 University of Toronto Faculty of Law Review M Maddern, ‘Choice of Entity and Securities Aspects of Independent Film Offerings by First-time Film Makers’ (1999) Vol 22 No 1 Hastings Communications and Entertainment Law Journal G Backman, ‘The New Committee Rules’ (2000) 28 Securities Regulation Law Journal 3 B Black, ‘Securities Regulation in the Electronic Age: Online Trading, Discount Broker’s Responsibilities and Old Wine in New Bottles’ (2000) 28 Securities Regulation Law Journal 15 M Steinberg and N Hansford, ‘The Plight of "Secondary Actors" Under Section 10(b): Distinguishing Primary from Secondary Liability’ (2000) 28 Securities Regulation Law Journal 36 M Berger, J Coffee and G Silk, ‘Institutional Investors as Lead Plaintiffs: Is There a New and Changing Landscape?’ (2000) 28 Securities Regulation Law Journal 127 Company Lawyer, Vol 21 No 7, July 2000. Articles include: - Distance Marketing of Financial Services: The Approach Towards Harmonisation Emerges - The Contracts (Rights of Third Parties) Act 1999 - Houses Built on Sand: The Case of the Debenture-Holder - Registration of Charges: Wrong Company Number in Particulars Submitted to the Registrar - Duggan v Stoneworth: The Compulsory Acquisition of Shares - Turkey: Unlimited Companies in Turkish Company Law OBTAINING COPIES OF ARTICLES Subject to copyright restrictions, the articles listed above are available from the University of
of a natural disaster or emergency situation. Implement the stabilisation of the Dutton and Top Crossing to mitigate flooding on the Villadale Road Reinstate Cambridge Crossing as a concrete causeway. December 2013 Remediation works reduce incidence of road closure Works completed 100% ratepayer satisfaction Completed Roads Maintain all urban and rural local roads and identify new projects in accordance with the Shire Roads Asset Management Plan. Contribute funding support to Gidgee Agreement for sealing of Richmond-Winton Road Actively pursue and compete for State and Federal funding and contracts for the continued improvement of the Richmond Shire’s road network and continued employment of Council employees. Contribute to the Regional Alliance Forum in a bid to plan for the future transportation needs of the Shire and Region. Ongoing Ongoing Ongoing Ongoing % of Asset Management Plan works carried out $167 000 per to match $1M from Regional Road Groups and Government $ value of works funded and completed Active participation 100% Road sealed from Richmond to Winton > $5M per annum High recognition of regional needs Assets Complete and implement the Asset Management Plan as part of continuous improvement and December 2013 New Asset Management Plan adopted Adopted and implementation commenced
Provide equitable training opportunities and professional development for councillors and Number of staff and councillors participating in training and conferences Workplace health & safety Maintain a safe and healthy workplace for all employees. Ongoing Reduction in lost time frequency rate and average lost time <2.5 per 10 000 hours worked Finance & Administration To pursue excellence as an organisation through transparent and accountable Local Government that provides professional, strategic and operational management and leadership. Program Strategic Objectives Timeframe 2013-2018 Measure Target Civic Administration Provide quality customer service, advice and leadership to the community. Seek funding for Phase 1 of the Civic Administration Centre to upgrade incorporating a combined Works and Administration Office, council chambers, community training room and a new library. Ongoing 2014/15 Number of administrative complaints Funding sourced 0 Construction commenced