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3 Found helpful • 7 Pages • Essays / Projects • Year: Pre-2021
Received distinction for this assignment on Japan Post takeover of Toll Holdings. CORPORATE LAW CONSIDERATIONS When looking at Japan Post’s takeover via scheme of arrangement of Toll Holdings, it is necessary to examine the corporate law procedure and implications. Furthermore as a publicly listed company acquired by a foreign company, there are additional regulatory hoops that need to be jumped over. REGULATORY FRAMEWORK GOVERNING TAKEOVERS IN AUSTRALIA As outlined in Chapter 6 of the Corporations Act1, takeovers often refer to the acquisition of control of either listed companies, unlisted companies with fifty or more members and listed managed investment schemes. As per section 6062 a person must not obtain a ‘relevant interest’3 in issued voting shares in a listed company or unlisted company with more than fifty members whereby the person’s voting power exceeds 20%. Subsequently, in order to acquire control of a company beyond the 20% threshold limit a number of specified exceptions are available including (but not limited to) takeover bids, securityholder approval or a scheme of arrangement. Our focus will be on schemes of arrangement for listed companies and the corporate law and tax implications surrounding this type of takeover. Takeovers via schemes of arrangement are regulated by a combination of areas including the Corporations Act4--specifically Part 5.1 and Chapter 6 as well as general Government policy as governed by the Australian Securities and Investment Commission (ASIC) and the Takeovers Panel. Publicly listed companies are also subject to the Australian Stock Exchange listing rules that are primarily concerned with the continuous disclosure obligations to shareholders throughout the takeover period. Additionally, foreign companies
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