Issues
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Regulation of Proxy Advisors – Our View
In Australia, any organisation providing research that investors might use to buy and sell securities is rightly subject to regulation. There is a public interest in establishing minimum acceptable standards for investment research, so that securities markets are not unduly influenced by conflicts, shoddy practices and provider insolvency. Proxy advice,…
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Corporate Voting – improving the voting system
Australian law devolves a lot of authority to directors of public companies but some powers are rightly reserved for shareholders. Owners of a company get to vote on a range of important issues spanning remuneration, capital raisings, director elections, takeovers and constitutional matters. Just as in politics, voting integrity matters…
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Making capital raisings fair, efficient and transparent
Australia has a relatively laissez faire system when it comes to capital raisings which has aided capital formation, but is subject to abuse. Our system has proven highly lucrative for advisers and under-writers (refer…
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Use of derivatives in the market for corporate control
Australia has a relatively good system for regulating the market for corporate control. Minorities, with some noticeable exceptions, are generally protected by a system which usually generates an equitable control premium for all shareholders. The 20% takeover threshold, combined with the 3% creep provision every six months, make it difficult…
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Related Party Transactions – why not best practice in Australia?
Australia likes to think of itself as a sophisticated jurisdiction when it comes to corporate governance, but the lax treatment of related party transactions for listed companies, suggests we have a long way to go. There are two broad antidotes to avoid abusive related party transactions: systematic and timely disclosure…
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Reverse takeovers – what about the shareholders?
The key protection against dilution for a shareholder in an ASX company is the rule that prevents more than 15% of new shares being issued in any 12 month period. So should an issuer be able to buy a more valuable competitor by issuing an unlimited amount of scrip without…