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ARTICLE · 01 FEBRUARY 2014

Consultation on Takeovers Panel Guidance Notes

Holding Redlich
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The article discusses proposed changes to the Guidance Notes on frustrating action, takeovers documents and dividends.

AustraliaCorporate/Commercial Law
Darren Pereira
Darren Pereira
Michael MacMahon (Formerly With Holding Redlich)
Michael MacMahon (Formerly With Holding Redlich)
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The Takeovers Panel (Panel) has recently commenced the consultation process on three guidance notes. These include the Guidance Notes on frustrating action, takeovers documents and a proposed new Guidance Note on dividends. Below we discuss some of the key proposed changes.

Frustrating action

Guidance Note 12: Frustrating Action details the Panel's approach to actions from target directors that could frustrate a bid (for example, by triggering the defeating conditions to the bid) and whether those actions could give rise to a declaration of "unacceptable circumstances" by the Panel and consequential issue of remedial orders.

In considering whether actions by target directors are impermissible frustrating action, the Panel has said that it will now consider the following additional matters in determining whether unacceptable circumstances exist:

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