Corporations Amendment (Takeovers) Act 2007
No. 64, 2007
An Act to amend the Corporations Act 2001, and for related purposes
Contents
1 Short title
2 Commencement
3 Schedule(s)
Schedule 1—Amendment of the takeovers provisions
Corporations Act 2001
Corporations Amendment (Takeovers) Act 2007
No. 64, 2007
An Act to amend the Corporations Act 2001, and for related purposes
[Assented to 15 April 2007]
The Parliament of Australia enacts:
1 Short title
This Act may be cited as the Corporations Amendment (Takeovers) Act 2007.
2 Commencement
(1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.
Commencement information |
Column 1 | Column 2 | Column 3 |
Provision(s) | Commencement | Date/Details |
1. Sections 1 to 3 and anything in this Act not elsewhere covered by this table | The day on which this Act receives the Royal Assent. | 15 April 2007 |
2. Schedule 1 | The 28th day after the day on which this Act receives the Royal Assent. | 13 May 2007 |
Note: This table relates only to the provisions of this Act as originally passed by both Houses of the Parliament and assented to. It will not be expanded to deal with provisions inserted in this Act after assent.
(2) Column 3 of the table contains additional information that is not part of this Act. Information in this column may be added to or edited in any published version of this Act.
3 Schedule(s)
Each Act that is specified in a Schedule to this Act is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this Act has effect according to its terms.
Schedule 1—Amendment of the takeovers provisions
Corporations Act 2001
1 Section 9
Insert:
substantial interest has a meaning affected by section 602A.
2 After section 602
Insert:
602A Substantial interest concept
(1) A reference in this Chapter to a substantial interest in a company, listed body or listed managed investment scheme is not to be read as being limited to an interest that is constituted by one or more of the following:
(a) a relevant interest in securities in the company, body or scheme;
(b) a legal or equitable interest in securities in the company, body or scheme;
(c) a power or right in relation to:
(i) the company, body or scheme; or
(ii) securities in the company, body or scheme.
(2) A person does not have a substantial interest in the company, body or scheme for the purposes of this Chapter merely because the person has an interest in, or a relationship with, the company, body or scheme of a kind prescribed by the regulations for the purposes of this subsection.
(3) The regulations may provide that an interest of a particular kind is an interest that may constitute a substantial interest in a company,…
Overview
The Corporations Amendment (Takeovers) Act 2007, enacted by the Parliament of Australia, was introduced to address specific gaps and issues within the existing framework of corporate takeovers as governed by the Corporations Act 2001. This amendment aimed to refine and clarify the definition of "substantial interest" in a company, listed body, or listed managed investment scheme, ensuring that the interpretation is not limited to traditional forms of ownership such as securities or legal interests. Additionally, the Act sought to enhance the powers and responsibilities of the Takeovers Panel, including setting timeframes for the Panel to make declarations and providing clearer criteria for when takeover bids could be deemed unacceptable. These changes were designed to protect stakeholders' interests and ensure a more robust and transparent takeover process. The Act came into effect in two stages, with general provisions commencing upon Royal Assent on 15 April 2007 and the specific amendments to takeover provisions taking effect on 13 May 2007.
Scope and Application
The Corporations Amendment (Takeovers) Act 2007 is an Act of the Commonwealth of Australia that amends the Corporations Act 2001, specifically in relation to takeovers of companies. The Act applies to corporations, listed bodies, and listed managed investment schemes within Australia, as well as to persons who may acquire a substantial interest in these entities. The amendments introduced by the Act aim to enhance the regulation of takeovers by broadening the definition of a substantial interest, providing greater flexibility in the interpretation of the concept, and setting time limits for certain actions by the Takeovers Panel. The provisions of the Act commenced on different dates, with the general provisions coming into effect on the day the Act received the Royal Assent, which was 15 April 2007, and the specific amendments to the takeovers provisions commencing on 13 May 2007. The Act applies to applications for review made on or after the commencement of the amendments, regardless of when the circumstances giving rise to the application occurred. The Act extends its application through regulations that can prescribe specific types of interests that may constitute a substantial interest, and the Takeovers Panel can apply to the Court for an extension of time in certain circumstances.
Key Provisions
- The Corporations Amendment (Takeovers) Act 2007 (No. 64, 2007) amends the Corporations Act 2001 to refine the definition of a "substantial interest" within takeover provisions. The Act introduces section 602A, clarifying that a substantial interest encompasses any interest or relationship prescribed by regulations, rather than being limited to specific securities or powers over a company, listed body, or listed managed investment scheme. Additionally, it modifies the circumstances under which the Takeovers Panel can make a declaration, as outlined in section 657A, to include situations where the Panel is satisfied that certain circumstances have, are having, will have, or are likely to have an impact on the company or its securities (section 657A(2)(a)). The Act also tightens the criteria for unacceptable circumstances, as per section 657A(2)(b), to include situations where the circumstances are unacceptable due to potential contraventions of the Act or its related chapters.
- The Corporations Amendment (Takeovers) Act 2007 imposes specific obligations on parties involved in takeovers, particularly those who hold a substantial interest in a company, listed body, or listed managed investment scheme. The regulations under the Act define what constitutes a substantial interest, thereby requiring those affected to adhere to the broader criteria set forth in section 602A. Additionally, the Takeovers Panel must ensure that any declaration it makes regarding unacceptable circumstances is done within specified timeframes, either three months after the circumstances occur or one month after an application for review is made, whichever is later. The Panel may apply to the Court for an extension of these periods.
- The Act outlines various consequences for breaches of its provisions. For example, if a person holds a substantial interest without complying with the regulatory definitions and requirements, they may face civil penalties as outlined in the Corporations Act 2001. Additionally, the Takeovers Panel can impose sanctions if it finds that unacceptable circumstances exist, potentially including orders to rectify the situation or financial penalties. The maximum penalties for contraventions of the Act are not specified in the amending Act but would be governed by the overarching provisions of the Corporations Act 2001, which can include substantial fines and, in some cases, imprisonment for serious offences.
- Area of Law
- Corporate Law & Governance
- Instrument
- Act
- Concepts
- Commencement Provisions
- Repeal & Amendment
- Transitional Provisions
- Regulatory Standards
- Enforcement Powers
- Prohibited Conduct
