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Continuous disclosure Professor Michael Adams FCIS

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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  1. 28THANNUAL CONFERENCE2011 Continuous disclosure Professor Michael Adams FCIS Breakout session D1 1:50pm – 2.30pm 5th December 2011

  2. Continuous disclosure • This is not a lecture session, but a discussion • Disclosure • Periodic • Continuous • Legal, regulatory & practical issues Put your organisation’s logo here

  3. 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 Put your organisation’s logo here

  4. 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” Put your organisation’s logo here

  5. 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 Put your organisation’s logo here

  6. 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 Put your organisation’s logo here

  7. 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? Put your organisation’s logo here

  8. 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) Put your organisation’s logo here

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