Mergers and Acquisitions Insights

26 October 2006

Welcome to the  October  edition of Clayton Utz M&A  Insights.

This edition looks at the future of a number of issues:

  • the increasing potential for disgruntled shareholders to use a company's continuous disclosure lapses as the basis for a litigation-funded damages action;
  • the practical impact of the Government's proposed beefing-up of the Takeovers Panel in the wake of the Glencore cases;
  • how the Takeovers Panel's dismissal of a serious challenge to the use of institutional acceptance facilities in takeover bids has effectively endorsed them as part of the standard takeover bid process.

Disclosure and damages

By Rod Halstead.

The ASX continuous disclosure requirements are turning into a fruitful source of litigation for shareholders, ASIC and professional litigation funders. Fines, class actions and damages claims have all been in the headlines recently. Together, these developments send a very strong message to listed companies.

Not just derivatives: the proposed amendments to the Takeovers Panel

By John Elliott.

Newly-proposed changes to the Corporations Act would make it easier for the Takeovers Panel to make orders against the use of cash-settled equity swaps in takeovers. However, the changes would also have a far wider impact on the Panel's day-to-day activities.

Saving acceptance facilities for everyone

By Andrew Walker.

The later stages of Toll's bid for Patrick saw a Takeovers Panel challenge to Toll's institutional acceptance facility. If successful, this could have hindered not only Toll's bid, but many other large M&A transactions in Australia.
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