On 2 August, the ASX Corporate Governance Council released its Revised Corporate Governance Principles. This is the first revision since the Principles were introduced in 2003. The Revised Principles respond to over 100 submissions issued following public consultation, and will take effect for ASX companies in the first financial year on or after 1 July 2008.

This CPD/CLE Teleconference and Webinar (slides are presented in live format over the web) brings together a number of leading corporate governance figures to explain and analyse the Revised Principles.

Those listening in can ask the speakers questions when prompted, so that the seminar is truly interactive, as well as being convenient as you don’t have to leave your desk to attend.

Speakers· Catherine Maxwell, Secretariat, ASX Corporate Governance Council;

· Bill Beerworth, Managing Director, Beerworth & Partners Corporate Advisers;

· Dalveen Belyea, Consultant, Blakiston & Crabb Lawyers;

· Bruce Cowley, Partner, Minter Ellison;

· Dr Shann Turnbull, International Institute of Self-Governance.

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You can either join the live event on 20 August 2007 through webinar and/or teleconference, or listen to/watch the event afterwards through registering to:

· download a MP3, MP4 (for mobile 5G devices etc.) or WMV recording of the event online;

· obtain a CD audio recording of the event;

· obtain a DVD audio and video recording of the event.

The cost for each option is: $99.00 per person, or $190.00 for a firm/organisation (two or more persons). This price is GST inclusive.

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To register for the event, please email aus-registration@corporatelawseminars.com 

In the subject title, please enter “ASX Principles”, and in the body of the email, please provide your name, firm/organisation name, contact details, and which option(s) you are registering for (the live event, and/or one or more of the online or recorded options).

An invoice will be sent to you usually within one business day thereafter.

In the subject title, please enter “ASX Principles”, and in the body of the email, please provide your name, firm/organisation name, contact details, and which option(s) you are registering for (the live event, and/or one or more of the online or recorded options).

An invoice will be sent to you usually within one business day thereafter.

Following on from similar recent developments in the US, the Australian Parliamentary Committee on Corporations and Financial Services has announced that it is to inquire into and report on shareholder engagement and participation in Australian companies.

Submissions are invited, and are due by 14 September 2007.

The terms of reference for the inquiry appear below:

• The Committee is to inquire and report on the engagement and participation of shareholders in the corporate governance of the companies in which they are part-owners, with particular reference to:

• barriers to the effective engagement of all shareholders in the governance of companies;

• whether institutional shareholders are adequately engaged, or able to participate, in the relevant corporate affairs of the companies they invest in;

• best practice in corporate governance mechanisms, including:

  • preselection and nomination of director candidates;

  • advertising of elections and providing information concerning director candidates, including direct interaction with institutional shareholders;

  • presentation of ballot papers;

  • voting arrangements (eg. direct, proxy); and

  • conduct of Annual General Meetings.

• the effectiveness of existing mechanisms for communicating and getting feedback from shareholders;

• the particular needs of shareholders who may have limited knowledge of corporate and financial matters; and

• the need for any legislative or regulatory change.

Written submissions are invited and should be addressed to:

The Secretary
Parliamentary Joint Committee on Corporations and Financial Services
Department of the Senate
Parliament House
Canberra ACT 2600 

There have been a series of recent decisions coming out of the Delaware Court of Chancery which have applied the traditional rules and principles concerning directors’ fiduciary obligations and shareholder rights to the private equity/ management buyout context.

This article by Joseph S. Allerhand and Bradley R. Aronstam of law firm Weil, Gotshal & Manges, provides an excellent account of what the authors describe as a “wave of M&A litigation attacks” on private equity deals.

A very useful source of information on developments in U.S. corporate law and governance is TheCorporateCounsel.Net’s monthly “E-Minder” newsletter, which you can subscribe to for free by email.

The “E-Minder” webpage is here.

On 2 August 2007, the ASX will unveil its long-awaited Revised Corporate Governance Principles, which will take effect from 1 January 2008.

 So that advisers can be on top of the revised principles, on 20 August 2007, 1pm EST, the Corporate Research Group is hosting a teleconference and webcast “The Revised ASX Corporae Governance Principles”.

 The keynote speaker is Catherine Maxwell, Senior Analyst, Regulatory and Public Policy, ASX. Ms. Maxwell will also participate in a Q&A session.

 The briefing will also include commentary from corporate governance experts in industry.

To register for the 1-hour seminar, at a cost of $77 per individual or $187 for an organisation (up to 5 phone lines), email your contact details to aus@corporatelawseminars.com

The session is also available on CD and DVD for the same price, plus $10 postage.

According to Allens Arthur Robinson: “the new laws represent a significant step in the Government’s aim to make the Australian corporate and financial services regulatory regime more straightforward and cost effective, while still maintaining appropriate consumer protections.”

· complance (eg electronic registration of company charges).

· obtain a DVD audio and video recording of the event.

. This price is GST inclusive.

To register for the event, please email aus-registration@corporatelawseminars.com  In the subject title, please enter “Simpler Regulatory

The U.S. Supreme Court has handed down its decision in the Tellabs case. 

According to the 10b-5 Daily Blog: ”In the Tellabs v. Makor Issues & Rights case, the U.S. Supreme Court has held that in determining whether the pleaded facts give rise to a “strong inference” of scienter, a court must take into account “plausible opposing inferences.” The 8-1 decision authored by Justice Ginsburg addresses the application of the PSLRA’s heightened scienter pleading standard.

To survive a motion to dismiss, a securities fraud complaint must contain factual allegations giving rise to a “strong inference” that the defendant acted with scienter (i.e., fraudulent intent). In creating this pleading standard as part of the PLSRA, however, Congress did not define the term “strong inference” and courts subsequently construed it differently. Among the outstanding issues was how courts should address competing inferences in determining whether the standard is met.”

ISS Proxy has released a very useful report on the trends and statistics emerging from the most recent proxy season. The report is available here, and is well worth a read.

As the Sarbanes-Oxley Act approaches age five, it’s appropriate to look back at how the act has affected American businesses and also to look forward to assess future trends. After all, the Sarbanes-Oxley Act had the biggest impact on American business of any federal securities legislation since the New Deal.”- Stephen Bainbridge, “The Complete Guide to Sarbanes-Oxley” (2007).

On 30 July 2002, US President George W. Bush signed into law what has become known as the “Sarbanes-Oxley Act”. To coincide with the five anniversary of this significant event in US corporate history, on 1 August 2007, 1-2 pm, The Corporate Research Group will be hosting a seminar examining the operation of Sarbanes-Oxley in practice during its first five years of life.

The seminar will cover:

- the implementation in practice by SEC, PCAOB and public companies, of the requirements in Sarbanes-Oxley;

- the empirical data to date on the costs of Sarbanes-Oxley compliance for both large and small public companies;

- the effect of Sarbanes-Oxley on non-US companies, ie the extent to which these companies have delisted from US, or decided to list on foreign exchanges such as Hong Kong and London;

- the arguments for and against Sarbanes-Oxley, and whether reform is necessary five years on.

You can either join the live event on 1 August 2007 through webcast and/or teleconference, or listen to/watch the event afterwards through registering to:

• download a MP3 or WMV recording of the event online;
• obtain a CD audio recording of the event;
• obtain a DVD audio and video recording of the event.

The cost for each option is: $70.00 per person, or $140.00 for a firm/organization.

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To register for the event, please email registration@corporatelawseminars.com

In the subject title, please enter “Sarbanes-Oxley”, and in the body of the email, please provide your name, firm/organization name, contact details, and which option(s) you are registering for (the live event, and/or one or more of the online or recorded options).

An invoice will usually be sent to you within one business day thereafter.

On 28 June 2007, Justice Jacobson of the Federal Court of Australia handed down one of the most significant corporate law decisions of the decade, ASIC v Citigroup [2007] FCA 913. ASIC commenced litigation against Citigroup arguing that the investment bank’s proprietary trading in Patrick shares, when the equities side of the entity was advising Toll on Patrick’s takeover, gave rise to a breach of fiduciary duty, breach of statutory obligations (including to properly manage conflicts of interest under s 912A(1)(aa)), and also involved insider trading. Justice Jacobson has rejected each of the different causes of action raised by ASIC.  

The decision contains some interesting discussion on the relationship between contractual provisions and fiduciary obligations and when contract prevails, the law of fiduciary obligations in the context of investment advisers, the meaning of “officer” in the Corporations Act and the implications of such, as well as the operation of the insider trading provisions and in particular the stautory defences to insider trading (e.g. Chinese walls). This seminar will flesh out the main principles of law arising from Jacobson J’s decision in this case, and explore the commercial and legal implications of the decision.  

Presenter: Dr James McConvill, commercial lawyer and author of “An Introduction to CLERP 9” (Lexis), “Corporate Governance in Australia” (Lexis, forthcoming), “Principles of Contemporary Corporate Governance” (Cambridge) and editor of The Corporate Governance Law Review (Sandstone).

You can either join the live event on 5 July 2007 through webcast and/or teleconference, or listen to/watch the event afterwards through registering to:  ·         download a MP3 or WMV recording of the event online; ·         obtain a CD audio recording of the event;·         obtain a DVD audio and video recording of the event. The cost for each option is: $70 per person, or $140.00 for a firm/organisation. This price is GST inclusive (and covers postage). 

To register for the event, please email          

aus-registration@corporatelawseminars.com 

In the subject title, please enter “ASIC v Citigroup”, and in the body of the email, please provide your name, firm/organisation name, contact details, and which option(s) you are registering for (the live event, and/or one or more of the online or recorded options). An invoice will usually be sent to you within one business day thereafter.