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Corporate Advisory

  1. 1 Dec 16 Executive termination payments - who wins in a market slump? There is now, more than ever, an increasing focus by stakeholders on executive remuneration. This is demonstrated by the amount of high profile companies receiving ‘strikes’ against their remuneration reports during this AGM season. Similarly, executive termination packages are also becoming an increasing area of shareholder and media attention.
  2. 15 Jun 16 Enforceability of foreign parent guarantees Counter-party risk or “default risk” is a critical issue in any commercial transaction. Each party to a commercial transaction must make an assessment of the ability of the other party or parties to the transaction to meet their obligations under the contract.
  3. 21 Jul 15 Significant Investor Visa - new requirements The much anticipated revised framework for the Significant Investor stream of the Business Innovation and Investment visa program came into effect on 1 July 2015. The Migration Amendment (Investor Visas) Regulation 2015 and the Migration (IMMI 15/100: Complying Investments) Instrument 2015 are now both in effect.
  4. 21 Jul 15 Premium Investor Visa The Premium Investor stream (PIV) of the Business Innovation and Investment visa program came into effect on 1 July 2015. The PIV is a new visa, aimed at high net worth individuals seeking to reside permanently in Australia, and will require a prospective visa applicant to invest AUD$15 million into approved Australian investments or philanthropic contributions.
  5. 15 Apr 15 Changes to the significant investor visa scheme The suspension of the current Significant Investor stream of the Business Innovation and Investment (Provisional) visa (subclass 188) program (SIV) was announced last week by the Department of Immigration and Border Protection. All new nominations for SIVs will be suspended between 24 April and 30 June 2015.
  6. 11 Mar 15 Key corporate reforms enacted as '100 member rule' finally abolished On 2 March 2015, the Corporations Legislation Amendment (Deregulatory and Other Measures) Bill 2014 (Cth) was passed by the Senate. It introduces a number of significant changes to the Corporations Act 2001 (Cth) of which directors, shareholders and practitioners need to be aware.
  7. 5 Mar 14 ASIC imposes additional obligations on responsible entities for holding and custody of scheme assets ASIC has recently released class order 13/1409, imposing minimum standards on responsible entities for holding and dealing with scheme assets. Partner, Tim Wiedman summarises the standards and the consequences for responsible entities.
  8. 31 Jan 14 Determining ‘employee’ status for compulsory superannuation contributions Senior associate, Brendan Leighton, explains recent changes to the compulsory superannuation guarantee and the circumstances in which a person will be deemed to be an ‘employee’, and entitled to receive compulsory superannuation contributions.
  9. 30 Jan 14 AML/CTF compliance reports due 31 March 2014 The lodgement period for the 2013 Anti-Money Laundering and Counter-Terrorism Financing report closes soon. Reporting entities which provided ‘designated services’ during 2013 are required to submit a compliance report to AUSTRAC.
  10. 30 Jan 14 FOFA update - ASIC's common sense response to proposed reforms Assistant Treasurer, Senator the Hon Arthur Sinodinos, recently reiterated the Federal Government’s representations to amend or repeal certain FOFA provisions. In response, ASIC has confirmed it will not take enforcement action in relation to provisions the Government is planning to repeal.
  11. 6 Sep 13 Requirements for registered scheme constitutions to change from 1 October 2013 From 1 October 2013, the scheme constitution for managed investment schemes must comply with ASIC’s updated requirements, as set out in revised Regulatory Guide 134. Partner, Tim Wiedman, summarises the requirements scheme constitutions must satisfy.
  12. 20 Aug 13 OTC derivative reporting requirements On 11 July 2013 ASIC released the Derivative Transaction Rules (Reporting) 2013. Senior Associate, Brendan Leighton, summarises the new reporting requirements and the obligations imposed on OTC derivative counterparties.
  13. 6 Aug 13 AFS licensing regime extended to exempt accountants The Government’s new limited AFS licence regime commenced on 1 July 2013, and will impact those accountants who provide financial services for self-managed superannuation funds (SMSFs), and are currently exempt from the requirement to hold an AFS licence.
  14. 26 Jul 13 ASIC’s new financial requirements for responsible entities, IDPS operators and custodians The Australian Securities & Investments Commission (ASIC) has recently released new financial requirements for responsible entities, IDPS operators and custodians. Corporate Advisory Partner, Tim Wiedman, summarises the impact of these new requirements.
  15. 26 Jul 13 FoFA update - clarification of grandfathering arrangements and further exemptions from the ban on conflicted remuneration Recently introduced Corporation Amendment Regulations contain amendments to the Government’s FoFA reforms. Corporate Advisory Partner, Tim Wiedman, summarises the main changes effected by the Regulations.
  16. 27 Mar 13 Retail corporate bonds legislation Small to medium public companies seeking to raise capital will welcome the potential introduction of ‘simple corporate bonds’ to Australia’s bond market. Legislation was introduced on 20 March 2013 which aims to cut red tape and streamline the process for companies seeking to access this type of funding.
  17. 20 Mar 13 Corporate Update Following the release, in October 2012, of proposed changes to the guidelines for interpretation of continuous disclosure provisions in the Listing Rules, ASX released a Final Guidance Note on March 13, 2013. Reece Walker, Partner in our Corporate Advisory Group, outlines the changes and also summarises ASX’ timetable for fast-track listing applications for IPOs, ASIC’s report into dark liquidity and high-frequency trading, and the new obligations on companies under the Workplace Gender Equality Act.
  18. 21 Feb 13 Director's entitlement to insurance cover for defence costs The New Zealand Court of Appeal has recently provided temporary comfort for company directors concerning their entitlement to insurance cover for defence costs from legal proceedings brought against them. The decision is relevant because of similarities in legislation and that applicable in New South Wales, the ACT and the Northern Territory.
  19. 25 Oct 12 Key changes proposed to continuous disclosure On 17 October 2012, ASX released a package of documents relating to a number of proposed changes to the guidance for interpretation of the continuous disclosure provisions in the Listing Rules. Reece Walker, Partner, and Ben Wood, Lawyer in our Corporate Advisory Group recap the proposed changes.
  20. 18 Sep 12 Crowd funding - easy capital or legal nightmare? Crowd funding has come a long way from its origins backing struggling rock bands. It has proven to be a highly successful vehicle to raise funds for disaster relief, philanthropic activities, supporting bloggers and website operators, political campaigns, software development, and scientific research. The next frontier is capital for start up companies.
  21. 23 Aug 12 Recent amendments to the ASX Listing Rules On 1 August 2012 the ASX announced changes to the Listing Rules making it easier for eligible companies to raise capital, potentially providing a boost for small-cap companies from sectors across the board including technology, resources and agribusiness. McCullough Robertson partners explain the changes in more detail.
  22. 29 May 12 High Court confirms breach of duties by James Hardie directors The High Court of Australia has determined that the directors of James Hardie breached their duties to the company by approving a misleading ASX announcement. The announcement was concerning the adequacy of funding in a foundation set up to provide compensation for sufferers of asbestos-related illnesses. The High Court’s decision dealt with two narrow points, click through to read more.
  23. 13 Jan 12 Personal Property and Securities Act to commence 30 January The Attorney General has now confirmed that the Personal Property Securities Act 2009 (Cth) (PPSA) will commence on 30 January 2012 (Commencement Date).
  24. 13 Dec 11 Corporate Advisory Boards - try before you buy? Appointing a Corporate Advisory Board (CAB) offers companies an immediate injection of expertise and opens up a pool of future director talent. McCullough Robertson corporate advisers, partner Reece Walker and lawyer, Elissa Etheridge, consider the pros and cons of CABs.
  25. 18 Oct 11 Notices of Meeting - critical timing issues for ASX and ASIC review This article outlines important practical issues facing ASX listed companies. Recent changes mean that the time period for regulatory reviews will be even more protracted. ASIC ‘final version’ requirements will create logistical difficulties. The lead time for review of some resolutions will be up to eight weeks before the AGM.
  26. 30 Sep 11 Executive remuneration - what you need to know this AGM season The impact of changes made to the Corporations Act relating to executive remuneration and directors’ responsibilities in mid 2011 will start to be felt as AGMs get under way. Our corporate specialists issue this timely reminder outlining the new rules and regulations, as well as the implications of further legislative changes.
  27. 12 Aug 11 AFP cracks down on foreign bribery A warning for business operating on foreign shores. Derek Pocock and Isaac Evans provide practical advice to protect your overseas operations.
  28. 12 Jul 11 A family affair - the Takeovers Panel and family associations, what every company needs to know Chairman of Partners, Brett Heading and Partner Jim Peterson discuss the Takeovers Panel's increasing willingness to make inference of association, particularly among family members.
  29. 30 Jun 11 The Centro Eight - ASIC turns up the heat on company directors and executives McCullough Robertson's Chairman of Partners, Brett Heading and the corporate advisory team consider the facts of the Centro case, the watershed decision and the implications for directors and senior executives of public companies.
  30. 1 Apr 11 ASIC updates guidance on related party transactions and expert reports On 30 March 2011, the ASIC released updated versions of a number of regulatory guides relating to party transactions and expert reports. The changes raise the standard of disclosure and governance for public companies and responsible entities of managed investment schemes that are involved in related party transactions.
  31. 23 Feb 11 Executive remuneration - window dressing or glass shattering On 20 December 2010 the Treasury released the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Bill 2011 designed to improve the transparency, disclosure and accountability of the remuneration process. We look at existing laws, the proposed amendments and the effect on Australian business.

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This blog is a companion to The Chairman's Red Book. It is written for chairman and directors of listed and unlisted public companies, providing an overview of relevant laws and regulations applicable to their roles.

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