Corrs M&A Newsletter - August 2009

04 August 2009

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We review some recent Panel decisions (Rey Resources, Datadot Technology and Cape Lambert), which illustrate that the GFC is not an excuse to shift the goalposts when it comes to the shareholder protections underlying the takeover provisions. We also review the current position on FIRB, truth in takeovers and continuous disclosure, and recent developments in land rich stamp duty and unsolicited offers, which could impact M&A activity.

• Underwritten rights issues during the GFC - have the goal posts shifted?
  Not according to the Panel. Its recent decisions in Datadot Technology Limited and Rey Resources illustrate that the Panel may modify its expections of how a rights issue is structured but the GFC will not excuse cash strapped companies from complying with the underlying principles of the takeover provisions.
• No sign of relief for Cape Lambert
  Receivers and managers conducting a sale process should tread carefully when seeking to rely on the exception for downstream acquisitions.
• Truth in takeovers - full Federal Court gives Cemex its best and final answer
  On 30 June 2009, the Federal Court confirmed what the Takeovers Panel and ASIC have been saying for almost 2 years – that they won’t be tinkering with the principle of truth in takeovers in the Australian market.
• Recasting your approach - navigating FIRB in 2009
  Recent FIRB applications by Chinese state owned enterprises have cast some light on how the Australian government will apply the foreign investment principles for investments by foreign governments and their agencies and enterprises.
• Stamping on the land rich
  The new "land-holder model" for imposing land rich duty in New South Wales has significant implications for acquisitions of companies with land assets in NSW.
• Dealing with serial pests
  The Federal Government is right to be concerned about the activities of investors such as David Tweed.
• When silence is not golden - cracking down on continuous disclosure
  The new financial year brings with it green shoots of recovery in the world markets and the hope that improved access to debt and capital markets will translate to an increased level of M & A activity.
• M&A Monitor - What's new in legal developments
  Foreign scrip offers made easier & New land rich duty rules in New South Wales from 1 July.

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This article provides information about topical legal issues.
Information contained in this article is intended as an introduction only and should not be relied on in place of legal advice.