March 2005
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In this edition:
Note: All hyperlinks below were correct at the time of publication. Generally, it is too onerous a task for us to check and update these and so if a hyperlink is no longer valid, please accept our apologies.
The Government has released an exposure draft Bill (the Corporations Amendment Bill (No. 2) 2005) intended to facilitate increased shareholder participation in corporate governance, while reducing the associated costs of such participation. Specifically, the Bill facilitates avenues for communication other than the requisition of meetings. For a copy of the exposure draft and commentary, go to:
http://www.treasury.gov.au/documents/955/PDF/Corporations_Amendment_Bill_2005.pdf
http://www.treasury.gov.au/documents/955/PDF/Explanatory_Memorandum.pdf
To complement the introduction of Superannuation Choice on 1 July 2005, regulations have been made that standardise the description and calculation methods for fees and costs to allow for easier comparability and understanding of this information in Product Disclosure Statements. These enhanced disclosure measures will also apply to managed investment products one year after the changes are introduced for superannuation. For a copy of the Corporations Amendment Regulations 2005 (No. 1) and their explanatory statement, go to:
Pecuniary penalties in excess of $23m have been ordered in the latest price fixing victory for the ACCC involving the Ballarat petrol market. See Media Release MR 067/05:
http://www.accc.gov.au/content/index.phtml/itemId/596718/fromItemId/2332
In giving certain directions and accepting enforceable undertakings from MBF Life and ClearView Life regarding the incorrect allocation of external management fees in unit prices of some life insurance and superannuation products, APRA has suggested that the industry should consider independent expert reviews of unit pricing systems as part of its risk management practices. See Medial Release 05.17:
http://www.apra.gov.au/media-releases/05_17.cfm
ASIC has released a policy proposal paper on market stabilisation and is seeking industry comment. See Information Release IR 05-13 and the accompanying policy proposal paper:
http://www.asic.gov.au/asic/asic_pub.nsf/byid/DAB9A12E4736E242CA256FC00082EBB9?opendocument
ASIC has rejected the view that off-market share buy-backs, where part of the price is treated as a franked dividend, are a breach of the Corporations Act. In ASIC's view, no part of the amount paid by a company to buy-back a share is a dividend for Corporations Act purposes, even though it might be taxed as a dividend. See Media Release 05-44:
http://www.asic.gov.au/asic/asic_pub.nsf/byid/CF9590C091018984CA256FB9000405DB?opendocument
ASIC has released changes to the wholly-owned entities financial reporting relief under Class Order 98/1418 Wholly-owned entities. See Information Release 05-14 and the accompanying copies of the amended class order and pro forma deed of cross guarantee and assumption deed:
http://www.asic.gov.au/asic/ASIC_PUB.NSF/byid/06D70314DC7AF047CA256FCD007F2BB3?opendocument
http://www.asic.gov.au/asic/pdflib.nsf/LookupByFileName/co98-1418.pdf/$file/co98-1418.pdf
http://www.asic.gov.au/asic/pdflib.nsf/LookupByFileName/pf24.pdf/$file/pf24.pdf
http://www.asic.gov.au/asic/pdflib.nsf/LookupByFileName/pf27.pdf/$file/pf27.pdf
ASIC has extended until 30 June 2005 the interim relief permitting fund managers in certain circumstances to provide estimates of the transaction costs, value of scheme property and other expenses in setting the application and redemption price for interests in registered managed investment schemes. The relief was due to expire on 31 March 2005. See Information Release IR 05-15:
http://www.asic.gov.au/asic/ASIC_PUB.NSF/byid/0E6D4BB286CE443DCA256FCE0008C1F5?opendocument
ASX has issued an exposure draft of miscellaneous amendments to its Market Rules and invited submissions. For a copy of the exposure draft, go to:
http://www.asx.com.au/investor/pdf/050308_March_Exposure_Draft_Misc_Amendments_v2.pdf
ASX has also made changes to its Market Rules Procedures to implement the change in the minimum price step for stocks priced between $0.50 and $2.00 from 1 cent to 0.5 cents. See Participant Circular 161/05 and attachments:
SFE has announced that a US 10 Year Treasury Note One Session Option will be available for trading from 12 April 2005. See SFE Bulletin 20/05:
http://www.sfe.com.au/content/bulletins/sfe/2005/sfe2005_020.pdf
For a discussion of the reforms proposed in the Corporations Amendment Bill (No. 2) 2005 (referred to above), see Phillips Fox, Corporate Update - March 2005:
http://www.phillipsfox.com/vbscript/displaydoc.asp?ndocid=114744964
The Australian e-Marketing Code of Practice was registered by the Australian Communications Authority on 18 March 2005. The Code establishes rules regarding the sending of "commercial communications" and also provides a framework for industry self regulation of spam complaints and monitoring industry compliance. See Blake Dawson Waldron, IT&T Update - March 2005:
http://www.bdw.com/publications/it/it032005.pdf
And for a copy of the new code, go to:
http://www.adma.com.au/data/portal/00000947/content/42277001111096021493.pdf
For a general discussion of recent developments in employee relations law, see Allens Arthur Robinson, Focus: Workplace Relations – March 2005:
http://www.aar.com.au/pubs/wr/fowrmar05.htm
For useful outlines of the recent High Court decisions in the Amcor and Gribbles cases on redundancy and transmission of business, see Blake Dawson Waldron, Industrial Relations and Employment Client Alert - March 2005 and Minter Ellison, The Latest on Redundancy and Transmission of Business - 10 March 2005:
http://www.bdw.com/publications/irca/irca032005.pdf
For a discussion of recent developments in the anti-money laundering area, see Allens Arthur Robinson, Focus: Anti-money Laundering – March 2005:
http://www.aar.com.au/pubs/fmres/focgmar05.htm
For a thought provoking discussion of the risks of using a company within a group to be the owner of all intellectual property owned by group companies, see Freehills, The Problem with IP Holding Companies - 9 March 2005:
http://www.freehills.com.au/publications/publications_4850.asp
To review the full decisions of the High Court in Amcor Limited v Construction, Forestry, Mining and Energy Union [2005] HCA 10 and Minister for Employment and Workplace Relations v Gribbles Radiology Pty Ltd [2005] HCA 9, go to:
http://www.austlii.edu.au/au/cases/cth/high_ct/2005/10.html
http://www.austlii.edu.au/au/cases/cth/high_ct/2005/9.html
For those who want to see what all the hullabaloo was about, a full copy of the High Court's decision in D'Orta-Ekenaike v Victoria Legal Aid, preserving the immunity of barristers from suit for negligence in the conduct of a court case, can be viewed at:
http://www.austlii.edu.au/au/cases/cth/high_ct/2005/12.html
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