Our corporate lawyers also advise on compliance obligations including relating to corporate governance, directors’ duties, ASIC notification requirements, the Corporations Act legislation and the ASX Listing Rules. Our corporate advice is backed up by broad general commercial and commercial litigation experience.
Corporations also need to be aware of the various agencies that oversee compliance of their general conduct. For example, one of these regulatory bodies is the Takeovers Panel (the Panel). The Panel is a powerful government body which regulates corporate control transactions concerning Australian entities. These transactions may relate to mergers, acquisitions, takeovers, rights issues and equity placements, public offerings, compulsory acquisitions, reverse takeovers, resolutions to approve acquisitions of shares and any other transaction that may affect the control of an Australian company.
The Panel can be utilised by investors and/or shareholders who believe ‘unacceptable circumstances’ have, or may have, occurred with respect to the control or the acquisition by a person of a substantial interest of a company or another company. This prohibition extends to both potential control and proposed acquisitions. For example, action may be taken in circumstances where a public company ignores shareholder complaints / questions or it acts in a manner that a shareholder thinks is inappropriate. A shareholder or investor is able to lodge a complaint with the Panel for investigation.
Any business that fits within the definition of ‘company’ under the Corporations Act can be subject to a Takeovers Panel application at any time. ‘Company’ is defined to mean a company registered under the Corporations Act, which may also include bodies other than registered companies. Accordingly, a vast range of businesses may be the subject of Takeovers Panel proceedings and you should be aware of role and powers of the Panel.
When Takeovers Panel proceedings are brought concerning unacceptable circumstances ASIC will be notified and may, in certain situations, become involved in the proceedings.
The time frame for Takeovers Panel proceedings are very tight and generally the parties are granted only a few days within which to lodge their submissions and rebuttals. Parties should therefore be alert, focused and familiar with the Takeovers Panel process. We have experience in dealing with a number of Takeovers Panel proceedings, including with respect to applications alleging unacceptable circumstances.
Our corporate lawyers are familiar with the tight deadlines involved in these proceedings and are capable of providing quality advice and assistance to any party, whether you wish to institute proceedings or defend a claim.