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: “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”.
The latest Part of the Company and Securities Law Journal includes the following articles: “Corporate governance for Australian energy and resources companies” – John Chandler and Jared Clements; “Assessing the effectiveness of ASIC’s accountability framework” – Diana Nestorovska; and “Termination payments under the Corporations Act 2001 (Cth) – Some issues” – John Sartori. This issue also includes the following sections: Corporate Governance, Corporate Responsibility and Law – Professor Jean Jacques du Plessis: “Shareholder primacy and other stakeholder interests”; and Overseas Notes: New Zealand: “Equity crowdfunding in Australia” – Gordon Walker, Alma Pekmezovic and Annabelle Walker.
The latest Part of the Company and Securities Law Journal includes the following content: “Requiring proof of individual reliance to establish causation in disclosure-based shareholder class actions: The role of principle and policy” – James Argent; “Equitable subrogation of banks and other secured creditors for the recovery of statutory employee entitlements: A ‘new class of case’ or simply a different perspective?” – Dr Garry J Hamilton; “‘The easy way or the hard way’: Should directors cooperate with regulators?” – Emily Rumble; and the following sections: Corporate Governance, Corporate Responsibility and Law – Professor Jean Jacques du Plessis: “Barbarians at the gate? Activist investors and s 249N of the Corporations Act 2001 (Cth)” – Jason Harris; and Overseas Notes: Hong Kong, Singapore and Malaysia: “Modernising company law: The Singapore experience” – Pey-Woan Lee and Christopher Chen.
The latest Part of the Company and Securities Law Journal includes the following articles: “Legislating for co-operative identity: The new co-operatives national law in Australia” – Ann Apps; “Corporate and personal liability for ‘culture’ in corporations?” – John HC Colvin and James Argent; and “Are directors liable in negligence for misstatements in a prospectus?” – Victoria Stace. This issue also includes the following sections: Corporate Governance, Corporate Responsibility and Law – Professor Jean Jacques du Plessis: “Disclosure of non-financial information: A powerful corporate governance tool”; Directors’ Duties: “Corporate culpability, stepping stones and Mariner: Contention surrounding directors’ duties where the company breaches the law” – Dr Rosemary Teele Langford; and a Book Review: “Directors’ Duties: Principles and Application” – JH Farrar.
The latest Part of the Company and Securities Law Journal includes the following content: “Can an Australian company use a dispute resolution clause in its constitution to bar shareholder class actions?” – James Emmerig; “Public interest litigation under s 50 of the Australian Securities and Investments Commission Act 2001 (Cth): The case for amendment” – Tony Johnson; “Banning, disqualification and licensing powers: ACCC, APRA, ASIC and the ATO – Regulatory overlap, penalty privilege and law reform” – Tom Middleton; and the following sections: Corporate Insolvency: “Recovery from Ponzi scheme investors: New Zealand’s Fisk v McIntosh  NZHC 1403” – Trish Keeper; and Overseas Notes: New Zealand: “New Zealand rejects peak indebtedness” – Barry Allan.
The latest Part of the Company and Securities Law Journal includes the following content: “Developing Australia’s framework for corporate prosecutions” – Luke Hastings, Grant Marjoribanks and Jeremy Birch; “Misleading or deceptive conduct in the provision of financial services: an empirical and theoretical critique of the Corporations Act 2001 (Cth) and the Australian Securities and Investments Commission Act 2001 (Cth)” – Emily Klotz; “From the Wallis report to the Murray report: a critical analysis of the financial services regime between two financial system inquiries” – Matthew Peckham; and the following sections: Corporate Insolvency: “Receivership and restructuring: The Australian Productivity Commission’s proposed reforms to s 420A of the Corporations Act 2001 (Cth)” – Jennifer Dickfos and Catherine Brown.
The latest Part of the Company and Securities Law Journal includes the following content: “Equity crowdfunding in Australia: A regulatory balancing act” – Tim Ancev; “Commercial litigation under the Personal Property Securities Act 2009 (Cth): Part I” – Matthew Broderick, Dr David Morrison and Emma Ramage; “Section 1322 as a response to the complexity of the Corporations Act 2001 (Cth)” – Hui Xian Chia and Ian Ramsay; “Aspects of the law relating to contested elections of directors” – Rodd Levy; “Is a charitable donation by an insolvent company an uncommercial transaction under s 588FB of the Corporations Act 2001 (Cth)?” – Peter Sise; Corporate Insolvency: “The productivity commission, corporate insolvency and phoenix companies” – Helen Anderson, Ann O’Connell, Ian Ramsay, Michelle Welsh and Hannah Withers
The latest Part of the Company and Securities Law Journal includes the following articles: “Significant judicial guidance on the application of the continuous disclosure obligations” – Danielle McFarlane; “Delegation and reliance by Australian company directors” – Angela Gibbs and Jon Webster; “Insider trading, general deterrence and the penalties for corporate crime” – Juliette Overland; and the following sections: Overseas Note: Hong Kong, Singapore and Malaysia: “Confucianism and its theoretical application to the corporate world in China” – Charles KN Lam and Say Goo; and Takeovers and Public Securities: “Takeover dispute resolution in Australia and the United States – Takeovers panel or courts?” – Ian Ramsay.