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?”
Professor Robert Baxt AO is an Emeritus Partner at Herbert Smith Freehills. He is the immediate past Chairman of the Business Law Section of the Law Council of Australia and Chairman of the Law Committee of the Australian Institute of Company Directors. He was the founder of the Banking and Financial Services Law Association (BFSLA) and the founding editor and now the General Editor of both the Company and Securities Law Journal and the Australian Business Law Review. He has also been honoured in the Queen’s Birthday Honours Awards by being awarded an Order of Australia for services to the law.
Professor Baxt is also Consulting Editor for the Journal of Banking and Finance Law and Practice and author and co-author of a number of publications, including The Baxt Report and Corporations Legislation Annual.
Dr Paul Ali is an Associate Professor at the University of Melbourne Law School and a member of the Law School’s Centre for Corporate Law and Securities Regulation. Dr Ali has published widely on banking and finance law, corporate governance and institutional investment law, securitisation law, and structured finance law. Dr Ali’s most recent publications include books on credit derivatives and synthetic securitisation.
Dr Ali was a member of the Personal Property Securities Review Consultative Group which advised the Federal Attorney-General on the Personal Property Securities Bill. He has also participated in joint India-IMF and Malaysia-IMF training programs, in an IMF project on derivatives in emerging markets and in a KfW project on financial sector development in emerging markets.
Dr RP Austin, Senior Legal Consultant, Minter Ellison
The Hon RI Barrett, former Judge of Appeal, Supreme Court of New South Wales
Priscilla Bryans, Partner, Herbert Smith Freehills, Melbourne
Professor John Farrar, Emeritus Professor of Law, Bond University; Professor of Corporate Governance, University of Auckland Business School
Professor Jennifer Hill, Professor of Corporate Law, University of Sydney Law School
Russell Miller AM, Adjunct Professor, Australian National University; 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
Geof Stapledon, Group Manager Governance, BHP Billiton, London
Dr Gordon R Walker, Emeritus Professor, La Trobe University, Melbourne
Company Law – Robert Baxt AO
Takeovers and Public Securities – Simon McKeon and Jonathan Farrer
Corporate Insolvency – Helen Anderson
Corporate Finance – Matthew Broderick
Securities Industry and Managed Investments – Pamela Hanrahan
Current Developments – Legal and Administrative – Herbert Smith Freehills
Accounting – Graham Peirson
Corporate Governance, Corporate Responsibility and Law – Jean du Plessis
Directors’ Duties – Rosemary Teele Langford
Shareholders’ Remedies – Elizabeth Boros
Overseas Section Editors
New Zealand – Gordon R Walker
United Kingdom and Europe – Alan Dignam
United States of America – Jeffrey Lawrence
Canada – P Anisman
Hong Kong, Singapore and Malaysia – Say Goo
The consolidated table of authors and articles for this Journal is available here.
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For the individual contents pages for each Part, click here.
The latest Part of the Company and Securities Law Journal includes the following articles: “Litigation Funding and Liquidators – The New Zealand Court of Appeal Takes a Permissive Approach” – Victoria Stace; “Who Bears the Burden for Business Losses: To What Extent Are Liability Issues of Business Structures Taught in Australian Accounting Degrees?” – Dale Boccabella and Dr Brett Freudenberg; “Whistleblowing Reforms: A Critical Analysis of the Current Law and the New “Bells and Whistles” Proposed” – Jim Apollo Mathiopoulos, Katrina Hogan and Jean Jacques du Plessis; Corporate Insolvency – Helen Anderson: “No “Silver Bullet”: A Multifaceted Approach to Curbing Harmful Phoenix Activity” – by Jasper Hedges, Helen Anderson, Ian Ramsay and Michelle Welsh.
The latest Part of the Company and Securities Law Journal includes the following articles: “Keeping Good Company in the Transition to a Low Carbon Economy? An Evaluation of Climate Risk Disclosure Practices in Australia” – Anita Foerster, Jacqueline Peel, Hari Osofsky and Brett McDonnell; “Illegal Phoenix Activity: Is a ‘Phoenix Prohibition’ the Solution?” – Helen Anderson, Jasper Hedges, Ian Ramsay and Michelle Welsh; Corporate Governance and Corporate Social Responsibility – Jean du Plessis: “Recent Developments in Corporate Liability for Insider Trading: ASIC v Hochtief AG” – Juliette Overland.
[Editor’s Note: Since publication of this article, the Corporations Amendment (Crowd-sourced Funding) Act 2017 (Cth) has been given Crown assent, making it Commonwealth Act No 17 of 2017.] The Corporations Amendment (Crowd-sourced Funding) Bill 2016 (Cth), which is currently before the Commonwealth Senate, plans to amend the Corporations Act 2001 (Cth) to deal with an increase in crowd-sourced capital-raising activities by companies ...more
The latest Part of the Company and Securities Law Journal includes the following articles: “Directors of Insolvent Trustees and Trusts: Duties and Liabilities in Respect of Beneficiaries and Trust Creditors” – Nuncio D’Angelo; “Equity Crowdfunding in Australia: How Far Have We Come and Where to Next?” – Catie Moore; and “Articulating Care, Skill and Diligence Standards for Non-executive Directors” – Thea Voogt.
The latest Part of the Company and Securities Law Journal includes the following articles: “Reconsidering the Self-regulatory Approach to Corporate Social Responsibility” – Raisa Blanco; “Corporate Social Responsibility and ‘Contemporary Community Expectations’ – Jean Jacques du Plessis; “Unreasonable Director-related Transactions: The Long Arm of the Liquidator?” – Adam Fovent; Corporate Insolvency – Helen Anderson: “Flipping out: Flip clauses are enforceable in the United States again!” – Jenny Buchan and Rob Nicholls.
The latest Part of the Company and Securities Law Journal includes the following articles: “War on two fronts: Harmonising the public and private enforcement of Australia’s corporate disclosure laws” – Nicholas Bentley; “Managed investment schemes: Liability of directors of responsible entities where the responsible entity breaches the law” – Dr Rosemary Teele Langford. This issue also includes the following sections: Editorial; Company Law – Robert Baxt AO: “An analysis of shareholder resolutions involving Australian listed companies from 2004 to 2013” – Hui Xian Chia and Ian Ramsay; Corporate Insolvency – Helen Anderson: “ASIC, Phoenix activity and the view from the outside” – Helen Anderson, Ian Ramsay and Michelle Welsh; Corporate Governance, Corporate Responsibility and Law – Jean du Plessis: “Independent director requirements in Australia and the Asian region” – Luke Nottage and Fady Aoun.
The latest Part of the Company and Securities Law Journal includes the following articles: “The who, why and what of enforceable undertakings accepted by the Australian Securities and Investments Commission” – Helen Bird, George Gilligan and Ian Ramsay; and “Safe harbour or shipwreck? A critical analysis of the proposed safe harbour for insolvent trading” – Carmen Boothman. This issue also includes the following sections: Company Law – Robert Baxt AO: “Babcock & Brown’s last hurrah: The latest on dividends and continuous disclosure” – Jonathan M Cheyne; “Has the introduction of civil penalties increased the speed and success rate of directors’ duties cases?” – Jasper Hedges and Ian Ramsay; and Directors’ Duties – Rosemary Teele Langford: “The Corporate Culture Chameleon: Reflections and reporting” – Rosemary Teele Langford.
The latest Part of the Company and Securities Law Journal includes the following articles: “Another way forward? The scope for an appellate court to reinterpret the statutory business judgment rule” – Wesley Bainbridge and Tim Connor; “Duty to act in the best interests of the public entity: Control and the importance of values” – Marco Bini; “Sports governance reform: Analysis of FIFA’s review process and the response to the threat of corruption and reforms” – Thomas Bragg. This issue also includes the following sections: Corporate Governance, Corporate Responsibility and Law – Jean Jacques du Plessis: “Governance in financially troubled companies: Australian law reform proposals” – Anil Hargovan.
The latest Part of the Company and Securities Law Journal includes the following articles: “Deterring corporate wrongdoing: Penalties, financial services misconduct and the Corporations Act 2001 (Cth)” – Helen Bird and George Gilligan; “The adequacy of ASIC’s “tool kit” to meet its obligations under corporations and financial services legislation” – Vicky Comino; “The Australian Sports Commission’s “Governance Reform in Sport” discussion paper and voting rules in corporate constitutions” – Robert D Macdonald and Ian Ramsay. This issue also includes the following sections: Directors’ Duties – Rosemary Teele Langford: “Should the statutory business judgment rule apply to directors’ compliance decisions?” – Tim Connor.
The latest Part of the Company and Securities Law Journal includes the following articles: “Sunlight as the disinfectant for phoenix activity” – Helen Anderson; “Embracing Myanmar’s future: Reforming the 100-year-old Companies Act” – Dr Kath Hall, Dr Daw Than Nwe and Dr Khin Khin Oo; and “The controversy continues: The case for regulatory reform on members’ resolutions in Australia” – Ben Jacobsen and Howard Pender. This issue also includes the following sections: Company Law – Professor Robert Baxt AO: “The possible role of shadow directors in the collapse of Queensland Nickel Pty Ltd”; Takeovers and Public Securities – James Philips and Costas Condoleon: “Adjusting bid price for the value of franking credits in hostile bids”; Corporate Insolvency – Helen Anderson: “Labor’s policy to deal with phoenix activity affecting employees”; and Securities Industry and Managed Investments – Pamela Hanrahan: “Revisiting responsible entity directors’ liability to scheme members”.