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Regulations (Corporations Act 2001 (Administered by ASIC (Contribute to…

- - - - Fair, transparent and supported
    - - ASIC Act
        
        Maintain, facilitate and improve performance of financial system and entities in it
        
        Promote confident and informed participation to investors and consumers
        
        Administer the law effectively with minimal procedural requirements
        
        Enforce and give effect to the law
        
        Make information about companies and others available to the public as soon as practicable
- - - - Independent Commonwealth Statutory
      - Competitive and Consumer Act 2010
        
        View of promoting competition, fair training and regulating national infrastructure
    - - Provisions prohibit mergers if effects can caused lessening competition in any market in Australia
      - ACCC will assess the effects, potential for entry and expansion, market concentration and level of imports
      - ACC has extensive power to require modification of a proposed transaction or even black a transaction completely
  - - - Relevant legislative framework, Foreign Acquisitions and Takeovers Act 1975 that provide powers to the Treasurer
        
        Review foreign investment proposals that meet certain criteria
        
        Block proposal or apply conditions that protects national interest
      - FI Policy provides outlines how to administer the foreign investment framework including national interest considerations
      - Government produces guidance notes that provide specific information on the FI investment framework for different acquisitions and investors
    - - Treasurer advised by FIRB
        
        FIRB non-statutory body exams proposals and provides advice to Treasurer on national interest implications
        
        Responsibility for making decision in related to proposal sits with Treasurer
      - Notification requirements vary and based on factors
        
        Status of foreign person
        
        Monetary value
        
        Type of acquisition
        
        Nature of underlying business
    - - Balance the need of FI and protect the national interest
      - Treasurer has power to block a proposal if satisfied that such an investment would be contrary to the national interest
      - National interest and what would be contrary to it is not defined in the legistration
  - - - Periodic and continuous disclosure of info
      - Procurement of shareholder approval for certain actions
      - New security issuance, primary and secondary, including prospectus requirements
      - The use of trading halts
      - The suspension of trading
      - Listing and delisting provisions
- - - - Ownership / Holder of securities
      - Control
      - Right to vote
      - Dispose of shares
    - - A group of person collectively using voting power
      - Agreements to control entities and directors of entities
      - Considered to be working together
    - - Voting power is relevant to the application of 20% threshold rule
      - Relevant interest in the entity of person plus
      - Relevant interest in the entity of the associates of the person
    - - Relates to persons that seek to acquire an interest of more than 20% in an entity
      - In essence, person is prevented from acquiring more than 20% in an entity other than by specified exemptions (takeover offer) based on Corp Act section 606
- - - - Court primary used to sort out disputes but time consuming and costly
      - Uncertainty and delay unacceptable to the market participants
  - - - Under 659B of Corp Act, no private parties has no longer have the rights to commence civil litigation or seek relief from court while takeover is current
    - - Has wide powers but its primary power is to declare circumstances unacceptable in relation to a takeover
      - No definitions. Takeover panel's ability to make a declaration of unacceptable circumstance is broad
      - Takeover panel has the power to make orders to protect the rights of persons or groups