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Continuous disclosure Professor Michael Adams FCIS PowerPoint PPT Presentation


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28 TH ANNUAL CONFERENCE 2011. Continuous disclosure Professor Michael Adams FCIS Breakout session D1 1:50pm – 2.30pm 5 th December 2011. Continuous disclosure. This is not a lecture session, but a discussion Disclosure Periodic Continuous Legal, regulatory & practical issues.

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Continuous disclosure Professor Michael Adams FCIS

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Continuous disclosure professor michael adams fcis

28THANNUAL CONFERENCE2011

Continuous disclosure

Professor Michael Adams FCIS

Breakout session D1 1:50pm – 2.30pm 5th December 2011


Continuous disclosure

Continuous disclosure

  • This is not a lecture session, but a discussion

  • Disclosure

    • Periodic

    • Continuous

  • Legal, regulatory & practical issues

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Continuous disclosure1

Continuous disclosure

  • Corporate Law Reform Act 1994

    • 5th September 1994 commencing laws

      • Section 674 Corporations Act

      • Rule 3.1 ASX Listing Rules

  • Bill Koeck article “Continuous disclosure” Companies and Securities Law Journal – November 1995

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Continuous disclosure2

Continuous disclosure

  • April 2002 CSA ran a symposium “CD – a Corporate Governance Fundamental”

  • Articles have regularly appeared in Keeping Good Companies

  • Nov 2011 issue C&SLJ by Jason Harris & Suzanne Webbey “Personal Liability for corporate disclosure problems”

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Continuous disclosure3

Continuous disclosure

  • Is there any more to be discussed about the issues of LR 3.1 and s674?

  • November 2011 release of ASIC Market Assessment Report of ASX

    • Nine agreed actions

      • Action 6 = approach to discussing and recording continuous disclosure matters

      • Action 7 = approach to listing rule exceptions

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Continuous disclosure4

Continuous disclosure

  • 29 Nov 2011 – AFR reports “Belinda Gibson, ASIC deputy chair states”

    • Evidence issues around referrals

    • “There might be a scrap of loose paper, nothing more than that”

  • ASX is in charge of monitoring continuous disclosure

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Cd questions

CD - Questions

  • Should all conversations be recorded by ASX officers?

  • Do the current carve-outs work?

  • How do international (multi-exchange) companies cope?

  • Problems with class actions and timing of disclosure?

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Continuous disclosure5

Continuous disclosure

  • Current litigation in HCA in 2011

  • James Hardie litigation

  • FMG & Andrew Forrest litigation

  • Civil and criminal matters – distinguish

  • Direct and indirect liability – distinguish

    • ASIC v Maxwell (2006)

    • ASIC v Narain & Citrofresh(2008)

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