Corporate & Commercial Fortnightly Update – 6 February 2014

February, 2014

In the media

ASIC releases report on regulating complex products

With financial products and markets continually growing in complexity, ASIC has reviewed its approach to regulating complex products, with the release of Report 384 Regulating complex products (REP 384) about its review (31 January 2014)

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Divestitures to dominate M&A activity: JP Morgan

This year, while business confidence is starting to improve, Australian corporations will be focusing on maintaining strong balance sheets and refining their strategic focus, in some cases involving non-core divestments and demergers (31 January 2014)

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Employee share scheme review to boost start-ups

Federal Treasury has renewed the review of the policy settings for employee share schemes (ESSs) for start-ups with the announcement of further stakeholder consultations to address concerns raised over the barriers currently in place restricting the use of ESSs by start-up companies (24 January 2014)

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Published – articles, papers, reports

ASIC enforcement report – July to December 2013 / ASIC: 31 January 2014

ASIC achieved 340 enforcement outcomes. This included criminal as well as civil and administrative (e.g. a banning or disqualification) actions, and negotiated outcomes, including enforceable undertakings (EU). There were 112 outcomes achieved in the market integrity, corporate governance and financial services areas, and 228 in the small business area  (31 January 2014)

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The value of corporate culture / Luigi Guiso, Paola Sapienza, Luigi Zingales; Chicago Booth Research Paper No. 13-80

The authors study how different governance structures impact the ability to sustain integrity as a corporate value. They find that publicly traded firms are less able to sustain it. Traditional measures of corporate governance do not seem to have much of an impact (revised 24 January 2014)

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Cases

Re Queensland Police Credit Union Ltd (2013) 31 ACLC 13-056:

Restrictions on indemnities, insurance and termination payments. Termination payments made to former directors under deeds executed before commencement of Corporations Amendment (Improving Accountability on Termination Payments) Act 2009. Ambiguity in transitional provision. Application of transitional provision. Whether payments contravened s 200B of Corporations Act 2001.

Australian Competition and Consumer Commission v P & N Pty Ltd [2014] FCA 6

CONSUMER LAW – misleading and deceptive conduct – false or misleading representations purporting to be testimonials and concerning place of origin of goods – penalty – where respondents admitted engaging in contravening conduct – where parties submitted draft consent orders, joint submissions and statement of agreed facts – whether declarations, orders and pecuniary penalties proposed by parties appropriate.

Held: Declarations, injunctions, publication and other orders made and pecuniary penalties of $50,000 for first and second respondents, $25,000 for third respondent and $20,000 for fourth respondent imposed

Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) ss 4, 18, 29, 224, 232, 246;  Corporations Act 2001  (Cth)

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