Public M&A—Australia—Q&A guide

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Public M&A—Australia—Q&A guide
  • 1. How may publicly listed businesses combine?
  • 2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?
  • 3. How are cross-border transactions structured? Do specific laws and regulations apply to cross-border transactions?
  • 4. Are companies in specific industries subject to additional regulations and statutes?
  • 5. Are transaction agreements typically concluded when publicly listed companies are acquired? What law typically governs the agreements?
  • 6. Which government or stock exchange filings are necessary in connection with a business combination or acquisition of a public company? Are there stamp taxes or other government fees in connection with completing these transactions?
  • 7. What information needs to be made public in a business combination or an acquisition of a public company? Does this depend on what type of structure is used?
  • 8. What are the disclosure requirements for owners of large shareholdings in a public company? Are the requirements affected if the company is a party to a business combination?
  • 9. What duties do the directors or managers of a publicly traded company owe to the company’s shareholders, creditors and other stakeholders in connection with a business combination or sale? Do controlling shareholders have similar duties?
  • More...

Public M&A—Australia—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to public M&A in Australia published as part of the Lexology Getting the Deal Through series by Law Business Research (published: June 2021).

Authors: Squire Patton Boggs—Simon Rear; Chris Rosario; Michael Van Der Ende; Connor McClymont; Alix Poole

1. How may publicly listed businesses combine?

The combination of publicly listed companies is primarily governed by Chapter 6 of the Corporations Act 2001 (Cth) (the Corporations Act). The two core concepts in this regard are:

  1. a prohibition against the acquisition of voting shares in a public company where the acquisition would cause the voting power of any person to increase above 20 per cent (from a position below 20 per cent) or otherwise increases (from a position above 20 per cent and below 90 per cent) other than pursuant to a specified exemption; and

  2. four guiding principles that underpin the regulation of control transactions in Australia, namely that:

    1. the acquisition of control should take place in an efficient, competitive and informed market;

    2. target shareholders and directors should be given enough time and information to assess the merits of the proposal;

    3. target shareholders should have a reasonable and equal opportunity to participate in any benefits under a control transaction; and

    4. an appropriate procedure is followed as a preliminary to compulsory acquisition.

In this context, public companies may only combine, or

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