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003907256

003907256. The New Takeovers Panel: Key Issues & Developments. Justin Mannolini 16 October 2001. A Practitioner’s View of the Panel. Panel successes Panel issues Jurisdictional issues Rule-making uncertainty Structural uncertainty “Race for the bottom”. Panel Successes.

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003907256

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  1. 003907256

  2. The New Takeovers Panel: Key Issues & Developments Justin Mannolini 16 October 2001

  3. A Practitioner’s View of the Panel Panel successes Panel issues Jurisdictional issues Rule-making uncertainty Structural uncertainty “Race for the bottom”

  4. Panel Successes Outcomes focussed Traditional “litigation” minimised as a defence tactic Speed of results

  5. Jurisdictional Issues Takeovers only - not schemes No litigation rule can mean no legal remedy confidentiality agreements target contracts defamation

  6. Jurisdictional Issues (2) May Jan Feb-Mar April Confidentiality agreements (CA) A signs CA with B re trade sale A provides info to B No bid contemplated Negotiations with other parties Other party negotiations cease B bids for A What info should B include in bidder’s statement? Where to go to enforce CA? Is Panel effective forum?

  7. Jurisdictional Issues (3) ASIC review limit - does not extend to compulsory acquisition Relationship between ASIC and Panel Non-waivable 90% condition What if need to vary? ASIC or Panel? Do we need to revisit ASIC’s modification power?

  8. Rule-making Uncertainty Rule-making freedom Pinnacle 8 example - case law substantially revised Now three tiers of rules: common law Corporations Act Panel

  9. Structural Uncertainty Large number of members consistency expertise efficiency No advance ruling power

  10. “Race for the Bottom” Existence of Panel = less incentive for law reform = “lazy legislation” Preference for negotiated outcome = less incentive for compliance = “go for broke”!

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