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Atanaskovic Hartnell LLP | 25 Feb 2004
Break Fee Arrangements Update
A break fee arrangement in an M&A transaction that was triggered by a target's independent directors withdrawing their recommendation has been criticized on review. As the fee was not triggered by the target's shareholders or a rival bidder, two review panels held that the directors should have been allowed to respond to changes in circumstances without triggering the fee.
Atanaskovic Hartnell LLP | 3 Dec 2003
Draft Takeover Financing Guidelines Released for Comment
The Australian Takeovers Panel has released for public comment a draft guidance note on financing arrangements for takeover bids, suggesting that a bidder must only announce a takeover offer when it believes that it will be able to implement the offer. Among other things, the note describes unacceptable circumstances for funding arrangements.
Atanaskovic Hartnell LLP | 20 Aug 2003
Frustrating Actions in Takeover Bids
Off-market takeover offers usually include a number of conditions which, if not satisfied or waived, result in the withdrawal of the offer. The Takeover Panel recently issued guidance on actions which would frustrate a takeover bid by breaching such conditions. Such actions will usually result in the panel making a declaration of unacceptable circumstances.
Atanaskovic Hartnell LLP | 25 Jun 2003
Due Diligence Conditions in Hostile Takeover Bids
In two recent decisions the Takeovers Panel stated that while bidders are free to make bids subject to due diligence-type conditions, target directors are under no absolute obligation to comply with the conditions. Target directors ultimately have the right to choose to whom, and on what terms, to provide information, in the best interests of the company and its shareholders.
Atanaskovic Hartnell LLP | 21 Aug 2002
Break Fee Arrangements in Australian-Based Takeovers
Arrangements to pay break fees are becoming more common in Australian-based transactions. However, given the anti-competitive effect that a large break fee can have, the validity and enforceability of break fees is still a matter of some uncertainty. This update examines the existing legislation and case law on the subject.
Atanaskovic Hartnell LLP | 12 Jun 2002
New Telephone Monitoring Requirements During Takeovers
Recent amendments to the Corporations Act have introduced onerous telephone monitoring requirements on bidder and target companies during takeover bids, with the aim of giving shareholders additional protection against misleading and deceptive conduct.
Atanaskovic Hartnell LLP | 28 Feb 2001
Government Widens Downstream Acquisitions Exemption
The Corporate Law Economic Reform Programme Act of 1999 involved some rationalization of anomalies in the Takeovers Code provisions, including the widening of the exemption to the primary takeover prohibition of downstream acquisitions.
Atanaskovic Hartnell LLP | 8 Nov 2000
Minimum Price Requirement Proves Problematic
A new minimum price requirement for bidders wanting to acquire shares in a company that is the target of a takeover has been introduced to replace the contentious collateral benefits provision. However, problems may arise where a bidder does not offer cash, particularly where scrip is offered in its place. Solutions to these problems are discussed.
Atanaskovic Hartnell LLP | 29 Mar 2000
Fundraising Law Rewrite and Reforms
The Corporate Law Economic Reform Program Act 1999 (CLERP Act) comprehensively rewrites and reforms Australia's Corporations Law in a number of key areas. Changes to fundraising provisions are examined here in detail.
