September 2011
Welcome to our September edition of Legal and Regulatory Developments in Australia. During the quieter British summer months there have been significant regulatory changes in Australia. We summarise many of those changes below.
Please contact me in London if we can provide more details about these changes or assist you with any other Australian legal or regulatory issues.
Best wishes,
Robert Hanley, Partner
London
Improving prospectus disclosure for retail investors
The Australian Securities and Investments Commission (ASIC) has issued proposals which aim to make prospectuses much easier for retail investors to use and understand and to improve the quality of information included in prospectuses. This article summarises the regulator’s proposals and assesses their merits. Read more.
Draft bill issued to allow the issuance of covered bonds
In December last year, the Australian Treasurer Wayne Swan announced plans for legislation allowing the issuance of covered bonds by Australian banks. A draft bill has now been released and this article briefly summarises its key features. Read more.
Appeal clarifies continuous disclosure obligations
Mallesons recently acted for ASIC in a high profile appeal case which clarified the continuous disclosure obligations of listed companies. The case arose from announcements made to the Australian Stock Exchange by Fortescue Metals Group in relation to agreements with certain Chinese companies for the construction of an infrastructure project. The Federal Court allowed ASIC’s appeal and made various points in relation to continuous disclosure and the obligations of directors which will be relevant for all Australian listed companies. Read more.
Draft bill on merger control and unconscionable conduct
The Australian government has reintroduced a competition bill which lapsed when the general election was called last year. The bill will clarify and amend provisions in two areas. First, it will amend the merger control legislation so that it applies to mergers in any market, not just a “substantial market”. The bill also intends to clarify the position in relation to statutory unconscionable conduct by providing a list of interpretative principles to assist courts. Read more.
Price signalling bill watered down
We previously reported on the Australian government’s intention to introduce a bill to prohibit conduct described as "price signalling". The Bill is intended to capture so called “anti-competitive behaviours” in specific sectors. The original prohibitions in the Bill were framed so broadly that they applied to a range of harmless disclosures which should not be affected by competition law. Recent amendments to the Bill limit its application. Read more.
Bill to clarify tax treatment of funds invested in Australia
Draft legislation has been released which will provide certainty of tax treatment for funds invested in Australia. As well as clarifying the position for foreign funds which invest through Australian intermediaries, the bill is intended to promote Australia’s fund managers to overseas investors and bring Australia’s investment management regime more closely in line with other financial services centres such as the UK, Hong Kong and Singapore. Read more.
Personal Property Securities Reform Act (PPSA)
The PPSA establishes a national system for the registration of security interests in personal property (ie all property excluding land), whether given by a company or a natural person. It creates new rules for creation, priority and enforcement. It replaces existing Australian Federal and State regimes, including the Corporations Act regime for registration of charges. Mallesons has produced a series of market updates on this major change to Australian legislation, as follows:
more detail on the PPSA
here and
here; and
The introduction of the PPSA has been delayed. It is now expected to take effect in January 2012.