Continuous Disclosure, Insider Trading And Conflicts

Continuous Disclosure

1 Takeovers – Approaches and Disclosure

1.1 Listing Rule 3.1

The first topic of discussion today is the application of the continuous disclosure requirements of the ASX Listing Rules in the context of bid proposals. Although not a director's duty, it is however an important disclosure issue for the board of any listed company which is subject to a bid proposal.

Further, it now seems clear that a failure by a listed company to comply with its continuous disclosure requirements may result in a breach of duty by the directors of the company. In the James Hardie decision,1 the James Hardie directors were found to have breached their duty to act with the required degree of care and diligence by approving a draft ASX announcement containing false or misleading statements.