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Anomalies in the Takeovers Provisions of the Corporations Law

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Corporations and Markets Advisory Committee
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This report was produced by the Corporations and Markets Advisory Committee. View further information about the Committee and it's other publications.

Background to the Report

In January 1993, the Legal Committee released for public comment a Discussion Paper (DP) on anomalies in the takeover provisions of the Corporations Law. The Committee sought submissions on the matters in the DP and any other anomalies encountered in the operation of Ch 6 (Acquisition of Shares) and related provisions in Pt 1.2 (Interpretation). Fourteen submissions were received.

This Report constitutes the first general review of the takeover laws since the Companies (Acquisition of Shares) Act and Codes (CASA) were enacted by the Commonwealth and the States in 1980. Aspects of CASA were reviewed by the Companies and Securities Law Review Committee in its Report on the Takeover Threshold (November 1984) and Report on Partial Takeover Bids (August 1985).

This Report contains 47 recommendations for reform. The recommendations seek to simplify the takeover provisions without disturbing their philosophical basis or requiring extensive legislative amendment.

Several recommendations take the form of draft amendments to the Corporations Law. The Legal Committee does not generally consider legislative drafting to be one of its functions. However, some recommendations are more usefully stated as draft amendments.

The Legal Committee thanks Vincent Jewell and John Kluver of the Advisory Committee Executive for their assistance in preparing the Report.