Company and Securities Law Journal (C&SLJ)

Leading commentary and analysis of Australian and international corporate and securities law and the relevant regulatory regimes

About the Journal
The Company and Securities Law Journal (ISSN: 0729-2775) is well-known for its high-quality articles written by leading specialists in corporate, securities and takeovers law. It provides both scholarly and practical perspectives on a range of dynamic and important subjects of interest to the Australian legal and business communities.

Whether you are a lawyer, accountant, company director, stockbroker or academic, there is detailed coverage to suit your information needs. Topics range from comments on the lack of confidence in the Australian securities markets and how an increased effort by regulators to improve enforcement of existing laws prohibiting market misconduct is needed to restore confidence, to insider trading case law dealing with “generally available” and “materiality” carve-outs and articles around the question, “Do we need regulation in the way in which litigation funders should operate?”

General Editor
Edmund Finnane is a barrister at Thirteen Wentworth Selborne Chambers in Sydney and a Director of the Commercial Law Association of Australia.

Edmund earned his Bachelor of Arts and Bachelor of Laws at the Australian National University, and completed his Master of Laws at the University of New South Wales. Before coming to the Bar in 1997, he was a solicitor with Madgwick Partners. He practises in a wide range of areas, with special relevant interests in insolvency, company, general commercial law and equity.

Edmund is the co-author of the books Pleading Precedents and Equity Practice and Precedents, the 2019 edition (2nd) of which is to be published shortly. He has also had articles published in the Law Society Journal and the Commercial Law Quarterly, and has been writing annotations for the Corporations Legislation volumes of Thomson Reuters since 2010.

Editorial Board
Associate Professor Paul Ali, Associate Professor of Law, Melbourne Law School
The Hon Dr RP Austin, Barrister, Level 22 Chambers; Challis Lecturer in Corporate Law, The University of Sydney
The Hon RI Barrett, Former Judge of Appeal, Supreme Court of New South Wales
Priscilla Bryans, Partner, Herbert Smith Freehills
Professor John Farrar, Emeritus Professor of Law, Bond University; Honorary Professor of Law, University of Auckland
Professor Jennifer Hill, Professor of Corporate Law, University of Sydney Law School
Russell Miller AM, Member, Centre for Strategy and Governance; Minter Ellison, Canberra & Sydney
Professor James O’Donovan, Faculty of Law, University of Western Australia
Professor Ian M Ramsay, Harold Ford Professor of Commercial Law, University of Melbourne
Justice Ralph Simmonds, Supreme Court of Western Australia
Dr Geof Stapledon, Group ESG Officer, BHP, London
Dr Gordon R Walker, Emeritus Professor, La Trobe University, Melbourne

Section Editors
Company Law – Edmund Finnane
Takeovers and Public Securities – Jonathan Farrer
Corporate Insolvency – Jason Harris
Corporate Finance – Matthew Broderick
Securities Industry and Managed Investments – Pamela Hanrahan
Current Developments – Legal and Administrative – Priscilla Bryans
Accounting – Graham Peirson
Corporate Governance and Corporate Social Responsibility – Jean du Plessis
Directors’ Duties – Rosemary Teele Langford
Shareholders’ Remedies – Elizabeth Boros

Overseas Section Editors
New Zealand and South Pacific – Gordon R Walker
United Kingdom and Europe – Alan Dignam
United States of America – Jeffrey Lawrence
Hong Kong, China and South East Asia – Say Goo

Tables
The consolidated table of authors and articles for this Journal is available here.

Indexing/abstracting services
The following websites contain details of material published in the Journal:
http://legal.thomsonreuters.com.au/australian-legal-journals-index-online/productdetail/85643 (Australian Legal Journals Index)
https://clarivate.com/products/web-of-science/ (Web of Science Emerging Sources Citation Index)

The Australian Legal Journals Index is an online legal database prepared by the Lionel Murphy Library of the Commonwealth Attorney-General’s Department. It is produced by Thomson Reuters and is available via subscription.
The ESCI (Emerging Sources Citation Index) is an online database formerly produced by Thomson Reuters and now maintained by Clarivate Analytics. It is part of the Web of Science Core Collection and is available via subscription.

Subscribe or Purchase
To subscribe to this Journal or purchase individual articles, please visit our “Subscribe or Purchase” page.

Contents listing
For the individual contents pages for each Part, click here.

Company and Securities Law Journal update: Vol 38 Pt 8

By Journal Alerts on January 5, 2022

The latest Part of the Company and Securities Law Journal includes the following articles: “Panic Buy-Backs: Share Buy-Backs in a Pandemic” – Myles Bayliss; and “Thirty Years since the First Conviction for Insider Trading: How Far Has Australia Come?” – Juliette Overland. Also in this Part are the following sections: Editorial; and Company Law: “Implications of the United Kingdom’s Approach for Parent Company Liability in Australia” – Dr Chris McGrath.

Posted in Company and Securities Law Journal (C&SLJ), Journals, Update Summaries | Tagged articles, Australian Law Reform Commission, C&SLJ, capital control policy, civil penalty regime, Company law, corporate criminal responsibility, COVID-19 pandemic economic uncertainty, developments in the law of insider trading, Dr Chris McGrath, duty of care principles, Editorial, Edmund Finnane, enforcement activity and litigation, financial products, group-wide policies; abdicating responsibility for supervision, harm caused by subsidiary companies, impact of technology on insider trading, Implications of the United Kingdom's Approach for Parent Company Liability in Australia, insider trading regulation and enforcement, Juliette Overland, maximum penalties, Myles Bayliss, Panic Buy-Backs: Share Buy-Backs in a Pandemic, parent company liability, position of corporations as insider traders, principles of tort law regarding the imposition of a duty of care, prohibited conduct, R v Kian Lang Teh, restrictions on buy-backs, share buy-backs in corporate and financial practice, supervision and control of the activities of the subsidiary, Supreme Court of the United Kingdom, Thirty Years since the First Conviction for Insider Trading: How Far Has Australia Come? | Leave a response

Company and Securities Law Journal update: Vol 38 Pt 7

By Journal Alerts on October 29, 2021

The latest Part of the Company and Securities Law Journal includes the following articles: “The Future of Clearing and Settlement in Australia: Part II – Distributed Ledger Technology” – Christian Chamorro-Courtland; “The State of Executive Remuneration Disclosure in Australia” – Felicity Maher, Warrick van Zyl and Marvin Wee; and “The Future of the Statutory Business Judgment Rule: Balancing Accountability and Protection” – Nicholas Todd. Also in this Part are the following sections: Editorial; and New Zealand and South Pacific: “Three Types of Path Dependency in South Pacific Business Law Reform” – Gordon Walker.

Posted in Company and Securities Law Journal (C&SLJ), Journals, Update Summaries | Tagged areas of interest and concern to shareholders, articles, ASIC, ASX, Australia's clearing and settlement infrastructure for shares, Australian Securities and Investments Commission v King (2020), Australian Stock Exchange, C&SLJ, CHESS 2.0, Christian Chamorro-Courtland, climate of increased accountability, current disclosure requirements, disclosure of overall remuneration philosophy, distributed ledger technology to process trades, duty of care enforcement, Editorial, Edmund Finnane, exculpating a director from liability, Felicity Maher, future and analyses the new system, Gordon Walker, high accountability standards expected of directors and officers, legal and regulatory framework in Australia, links between remuneration and strategy, Marvin Wee, New Zealand and South Pacific, Nicholas Todd, reform proposals, rights of investors, state of corporate executive remuneration disclosure, statutory business judgment rule reform, suggestions for regulatory reform, system of crypto-securities, The Future of Clearing and Settlement in Australia: Part II – Distributed Ledger Technology, The Future of the Statutory Business Judgment Rule: Balancing Accountability and Protection, The State of Executive Remuneration Disclosure in Australia, Three Types of Path Dependency in South Pacific Business Law Reform, Warrick van Zyl | Leave a response

Company and Securities Law Journal update: Vol 38 Pt 6

By Journal Alerts on September 17, 2021

The latest Part of the Company and Securities Law Journal includes an Editorial as well as the following articles: “The Future of Clearing and Settlement in Australia: Part I – The Current System” – Christian Chamorro-Courtland; “A Civil Law Solution to the Social Licence to Operate and Directors’ Duties Conundrum in Australia” – Julia Dreosti, Bimaya De Silva and Katie Walsh; and “Is There Underenforcement of Corporate Criminal Law? An Analysis of Prosecutions under the ASIC Act and Corporations Act: 2009–2018” – George Gilligan and Ian Ramsay.

Posted in Company and Securities Law Journal (C&SLJ), Journals, Update Summaries | Tagged A Civil Law Solution to the Social Licence to Operate and Directors' Duties Conundrum in Australia, ASX, ASX Clear, ASX Corporate Governance Council, Australian Securities and Investments Commission Act 2001 (Cth), Bimaya De Silva, C&SLJ, Christian Chamorro-Courtland, clearing and settlement infrastructure for transferring shares, Clearing House Electronic Subregister System, corporate Australia, corporate law enforcement in Australia, Corporations Act 2001 (Cth), Distributed Ledger Technology, Editorial, Edmund Finnane, George Gilligan, Ian Ramsay, Is There Underenforcement of Corporate Criminal Law An Analysis of Prosecutions under the ASIC Act and Corporations Act 2009–2018, Julia Dreosti, Katie Walsh, legal uncertainty in the legal and regulatory regime, penalties, prosecutions, prosecutorial concentration, rights of investors, Royal Commission, s 181(1)(a) of the Corporations Act 2001 (Cth), settlement finality and negotiability, social licence, soft law, stakeholder and community values, The Future of Clearing and Settlement in Australia Part I The Current System | Leave a response

Company and Securities Law Journal Special Issue: Financial Services Laws – Understanding the Devil in the Detail (Vol 38 Pt 5)

By Journal Alerts on June 23, 2021

This Special Issue of the Company and Securities Law Journal includes the following articles: “Legislative Design – Clarifying the Legislative Porridge” – Andrew Godwin, Vivienne Brand and Rosemary Teele Langford; “Delegated Legislation in Financial Services Law: Implications for Regulatory Complexity and the Rule of Law” – Tess Van Geelen; “Disclosure (Dis)content: Regulating Disclosure in Prospectuses and Product Disclosure Statements” – Phoebe Tapley and Andrew Godwin; “Australia’s Licensing Regimes for Financial Services, Credit, and Superannuation: Three Tracks toward the Twin Peaks” – Cindy Davies, Samuel Walpole and Gail Pearson; and “Regulating for Loyalty in the Financial Services Industry” – Samuel Walpole, M Scott Donald and Rosemary Teele Langford. Also in this Part are the following sections: Editorial; and Overview: “Special Issue on the Australian Law Reform Commission Legislative Mapping Project” – Justice Sarah Derrington, Rosemary Teele Langford and Andrew Godwin.

Posted in Company and Securities Law Journal (C&SLJ), Journals, Update Summaries | Tagged "member outcomes", accountability problems with respect to the separation of powers, Andrew Godwin, articles, Australia's Licensing Regimes for Financial Services Credit and Superannuation Three Tracks toward the Twin Peaks, Australia's Twin Peaks system of financial regulation, Australian Credit Licence (ACL), Australian Financial Services Licence (AFSL), C&SLJ, Cindy Davies, compliance with and interpretation and application of legislative requirements, concerted legislative action to protect customer interests, debate about legislative design and simplification of law, Delegated Legislation in Financial Services Law Implications for Regulatory Complexity and the Rule of Law, Disclosure (Dis)content Regulating Disclosure in Prospectuses and Product Disclosure Statements, duties of loyalty reform, Editorial, Edmund Finnane, Financial Sector Reform (Hayne Royal Commission Response) Act 2020 (Cth), Financial Services Royal Commission Final Report of 2019, financial services sector scandals, Future of Financial Advice, Gail Pearson, general tests standards and content requirements for prospectuses and product disclosure statements, issue or sale of securities and financial products, Justice Sarah Derrington, lack of effective oversight, Legislative Design – Clarifying the Legislative Porridge, M Scott Donald, navigability of the disclosure regimes, Overview, Phoebe Tapley, proliferation and under-regulation of delegated legislation, prospectus and product disclosure statement disclosure regimes under the Corporations Act 2001 (Cth), Protecting Consumers, Registrable Superannuation Entity (RSE), Regulating for Loyalty in the Financial Services Industry, review into the legislative framework for corporations and financial services regulation, Rosemary Teele Langford, Rule of Law principles, Samuel Walpole, simplifying corporate and financial services law in Australia, Special Issue, Special Issue on the Australian Law Reform Commission Legislative Mapping Project, Stronger Super, Tess Van Geelen, Vivienne Brand | Leave a response

ALRC’s Financial Services Law Mapping Project

By Craig Ryan on June 21, 2021

In the latter part of 2020, the Australian Law Reform Commission (ALRC) was tasked by the Federal Government to review the legislative framework for corporations and financial services regulation, with a view to ensuring, “within … existing policy settings”, that framework is “adaptive, efficient and navigable”. For the Royal Commission into Misconduct in the Banking, ...more

Posted in Company and Securities Law Journal (C&SLJ), Journals, News & Insight, Uncategorized | Tagged “Financial Services Laws – Understanding the Devil in the Detail”, ALRC, Andrew Godwin, Australian Law Reform Commission, Australian Law Reform Commission Legislative Mapping Project, Cindy Davies, consolidation, corporations and financial services regulation, credit, duties of loyalty, financial services, financial services regulation, Gail Pearson, harmonisation, issue or sale of securities and financial products, Justice Sarah Derrington, legislative framework, licensing regimes, M Scott Donald, mortgage broking services, navigability, options for reform, Phoebe Tapley, proliferation of delegated legislation, prospectus and product disclosure statement (PDS) regimes, providers of financial advice, regulation of disclosure, Rosemary Teele Langford, Royal Commission into Misconduct in the Banking, rule of law, Samuel Walpole, separation of powers, Special Issue, Superannuation, Superannuation and Financial Services Industry, superannuation funds, Tess Van Geelen, Vivienne Brand | Leave a response

Company and Securities Law Journal update: Vol 38 Pt 4

By Journal Alerts on April 30, 2021

The latest Part of the Company and Securities Law Journal includes an Editorial as well as the following articles: “A Comparative Analysis of Product Intervention Powers in Australia and the United Kingdom” – Christopher Chiam; “Insights into the Collateralisation of Intangible and Intellectual Property Assets by Non-financial Listed Entities on the ASX/S&P 200” – Professor Tony Ciro and Dr Bülend Terzioglu; and “People, Planet, and Profits: Re-purposing the Company” – Ross Grantham.

Posted in Company and Securities Law Journal (C&SLJ), Journals, Update Summaries | Tagged A Comparative Analysis of Product Intervention Powers in Australia and the United Kingdom, articles, assets pledged as security, C&SLJ, Christopher Chiam, collateral reporting practices, consultation requirements, contravening a product intervention rule, corporate governance, credit transactions, Dr Bulend Terzioglu, Editorial, Edmund Finnane, Financial Conduct Authority, funding options, Insights into the Collateralisation of Intangible and Intellectual Property Assets by Non-financial Listed Entities on the ASX/S&P 200, intellectual property framework in Australia, intellectual property in annual reports, mitigating social and environmental costs imposed by business corporations, People Planet and Profits: Re-purposing the Company, Professor Tony Ciro, purposeful company approach, resurgence of start-ups, Ross Grantham, use of intellectual property and intangible assets as collateral | Leave a response

Company and Securities Law Journal update: Vol 38 Pt 3

By Journal Alerts on April 9, 2021

The latest Part of the Company and Securities Law Journal includes an Editorial as well as the following articles: “‘A Tiger Without Teeth’? The Forthcoming Review of the Modern Slavery Act 2018 (Cth) and the Place of ‘Traditional’ Penalties” – Margaret Cusenza and Vivienne Brand; “ASIC’s Regulatory Powers – Search Warrants, Telecommunications Interception Warrants, Financial Services Licensing Decisions and Banning Orders – Suggested Reforms” – Dr Tom Middleton; and “A Typology of Legal, Regulatory and Voluntary Initiatives to Address Gender Balance on Corporate Boards” – Katie Watson and Tim Connor.

Posted in Company and Securities Law Journal (C&SLJ), Journals, Update Summaries | Tagged A Tiger Without Teeth? The Forthcoming Review of the Modern Slavery Act 2018 (Cth) and the Place of Traditional Penalties, A Typology of Legal Regulatory and Voluntary Initiatives to Address Gender Balance on Corporate Boards, access to telecommunications interception warrant material, alternative modern slavery regulatory models, articles, ASIC's Regulatory Powers – Search Warrants Telecommunications Interception Warrants Financial Services Licensing Decisions and Banning Orders – Suggested Reforms, Australian Financial Services Licence, C&SLJ, Corporations Act 2001 (Cth), Dr Tom Middleton, Editorial, Edmund Finnane, Financial Sector Reform (Hayne Royal Commission Response – Stronger Regulators (2019 Measures)) Act 2020 (Cth), fit and proper person test, improving gender balance on corporate boards, inconsistent terminology when reporting and analysing policy interventions, Katie Watson, limitations of compliance mechanism, Margaret Cusenza, modern slavery reporting requirements imposed on lead firms in supply chains, policy intervention, Quotas Equality Policies Targets Measurements Governance Suggestions Aspirations and Corporate Social Responsibility initiatives, reputation and market-forces compliance mechanism, s 1(2) of the Australian Securities and Investments Commission Act 2001 (Cth), the Australian Securities and Investments Commission's (ASIC's) search warrant powers, Tim Connor, Vivienne Brand | Leave a response

Company and Securities Law Journal update: Vol 38 Pt 2

By Journal Alerts on January 29, 2021

The latest Part of the Company and Securities Law Journal includes the following articles: “A Review of the Theoretical Foundations for the Continuous Disclosure Regime between Australia and China: Contributing Factors for Chinese Cross-border Listed Companies’ Continuous Disclosure Performance in Australia?” – Belle Qi Guo; “Charitable Companies and Related Party Transactions” – Rosemary Teele Langford; and “An Analysis of ASIC Enforcement against Auditors and Liquidators” – Ian Ramsay and Miranda Webster. This issue also includes the following sections: Editorial; and Takeovers and Public Securities: “Modifications to Continuous Disclosure Requirements and the Role of Corporate Knowledge, Intent, Recklessness and Negligence in Breaches: A Discussion” – Michael J Duffy.

Posted in Company and Securities Law Journal (C&SLJ), Journals, Update Summaries | Tagged A Review of the Theoretical Foundations for the Continuous Disclosure Regime between Australia and China, administrative remedies, An Analysis of ASIC Enforcement against Auditors and Liquidators, articles, ASX continuous disclosure requirements, Australian Charities and Not-for-profits legislation, Australian Securities and Investments Commission (ASIC), Belle Qi Guo, C&SLJ, Charitable Companies and Related Party Transactions, Chinese companies, Companies Auditors Disciplinary Board, Contributing Factors for Chinese Cross-border Listed Companies' Continuous Disclosure Performance in Australia, Editorial, Edmund Finnane, evolution and underlying theoretical rationales of continuous disclosure regimes in Australia and China, Ian Ramsay, independent review of the auditor's or liquidator's practice, Jonathan Farrer, Michael J Duffy, Miranda Webster, Modifications to Continuous Disclosure Requirements and the Role of Corporate Knowledge Intent Recklessness and Negligence in Breaches: A Discussion, negotiated enforcement outcomes, professional education, related party transactions disclosure requirement, Rosemary Teele Langford, securities markets, self-managed superannuation fund auditors, Takeovers and public securities | Leave a response

Company and Securities Law Journal update: Vol 38 Pt 1

By Journal Alerts on November 26, 2020

The latest Part of the Company and Securities Law Journal includes the following articles: “Worker Co-operatives and Australian Law” – William Hall; “Australian Investor Stewardship and Global Themes in Stewardship Regulation” – Natania Locke; and “Out with the Old, in with the Askew? The Recent Crowd-sourced Equity Funding Reform Fails to Meet Expectations” – Hareesh Makam. This issue also includes the following sections: Editorial; and Takeovers and Public Securities: “Money Lending Exceptions for Takeover Provisions” – Emma Armson.

Posted in Company and Securities Law Journal (C&SLJ), Journals, Update Summaries | Tagged addressing income inequality, articles, Australian Investor Stewardship and Global Themes in Stewardship Regulation, bifurcated Australian system of investor stewardship codes, C&SLJ, co-operative federalism, Co-operatives National Law, Corporations Act 2001 (Cth) Pt 6D.3A, Corporations Amendment (Crowd-sourced Funding for Proprietary Companies) Act 2018 (Cth), Corporations Amendment (Crowdsourced funding) Act 2017 (Cth), crowd-sourced equity funding, Editorial, Edmund Finnane, egalitarian pay ratios, Emma Armson, enforcing security over shares, Hareesh Makam, in with the Askew? The Recent Crowd-sourced Equity Funding Reform Fails to Meet Expectations, insulating local communities during economic uncertainty, Jonathan Farrer, Money Lending Exceptions for Takeover Provisions, Natania Locke, Out with the Old, Re Donaco International Ltd, Takeovers and public securities, UK Stewardship Code 2020, William Hall, Worker Co-operatives and Australian Law, workplace management | Leave a response

Company and Securities Law Journal update: Vol 37 Pt 8

By Journal Alerts on October 28, 2020

The latest Part of the Company and Securities Law Journal includes an Editorial and the following articles: “The Intersection of Deadlock and Oppression: A “No-fault Divorce” for the Members of Closely Held Corporations” – Nikita Angelakis; “The Regulation of Short Sellers in Australia” – Kin Pan; and “COVID-19 Impacts on Financial Market Integration in the ASEAN: Regional Trends, Challenges and Future Outlook” – Dr Alma Pekmezovic.

Posted in Company and Securities Law Journal (C&SLJ), Journals, Update Summaries | Tagged articles, ASEAN Economic Community, banking liberalisation, C&SLJ, COVID-19 Impacts on Financial Market Integration in the ASEAN: Regional Trends Challenges and Future Outlook, Dr Alma Pekmezovic, Editorial, Edmund Finnane, financial and economic policy, impediment to continued financial market integration, integration in other regional trading blocs such as the European Union, integration of financial markets, Kin Pan, Nikita Angelakis, proposals for reform of Australia's regulatory approach to short sellers, Pt 2F.1 of the Corporations Act 2001 (Cth), regional economic integration, securities regulation, short selling regulation in Australia, The Intersection of Deadlock and Oppression: A "No-fault Divorce" for the Members of Closely Held Corporations, The Regulation of Short Sellers in Australia, wholesale reform to the regulation of short selling | Leave a response

Legal - Australia Thomson Reuters

Company and Securities Law Journal (C&SLJ)

Company and Securities Law Journal update: Vol 38 Pt 7

Company and Securities Law Journal Special Issue: Financial Services Laws – Understanding the Devil in the Detail (Vol 38 Pt 5)

ALRC’s Financial Services Law Mapping Project

Company and Securities Law Journal update: Vol 38 Pt 1

Company and Securities Law Journal update: Vol 37 Pt 8

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