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 three interesting articles. The first is by Emma Armson and examines the takeover policy considerations arising where a rights issue involves a high ratio of shares being issued compared to the number of existing shares. The second comes from James Paterson and outlines the parties to whom the AFL Ltd’s board of commissioners owe legal obligations under equitable, fiduciary and statutory directors’ duties, and considers those duties in light of the AFL Ltd’s objectives stated in its constituent documents. The final article is by Helen Wei Hu and On Kit Tam and aims to explore whether the recently developed independent director systems in China and India could be characterised as convergent or divergent.
The September 2012 issue of the Company and Securities Law Journal includes an article by Gill North considering the provisions that prohibit misleading or deceptive conduct, with a particular focus on company disclosure matters, and an article by Helen Anderson, Michelle Welsh, Ian Ramsay and Peter Gahan which utilises leximetric analysis, which involves the numerical coding of the strength of legal protections, to show changes in levels of shareholder and creditor protection in Australia for the period 1970 to 2010. There is also a Securities Industry and Managed Investments section note which looks at statutory novation of contracts.
The August 2012 issue of the Company and Securities Law Journal publishes the following material: “Whole-business securitisation in the post-financial crisis context: An overview of regulatory frameworks, incentives and structures” by Sven Fedorow; “Superannuation trustees: Governance, best interests, conflicts of interest and the proposed reforms” by Daniel Mendoza-Jones; and “The role and value of independent directors in modern Australian corporate governance” by Neil Dunbar.
The latest Part of the Company and Securities Law Journal publishes three interesting articles on a range of subjects. The first article places the Ripoll Committee’s recommendation for a statutory fiduciary duty for financial services licensees in the broader context of regulatory responses to financial adviser conflicts of interest. The second article analyses the future of financial advice reforms and argues that the broader implications of these proposals need to be examined. The final article considers the implications of the United Kingdom Supreme Court decision in Belmont Park Investments Pty Ltd v BNY Corporate Trustee Services Ltd  1 AC 383 for Australian law.
The May issue of the Company and Securities Law Journal includes articles and sections on a range of topics of interest. This Part has two articles which look at the extensive reforms which have taken place in the small loans sector and voluntary administration and the protection of employee entitlements. The sections include notes on circumstances giving rise to a claim, takeovers and public securities, proportional increase in holding, fraud in Chinese reverse mergers, the Singapore Companies Act and much more.
The latest issue of the Company and Securities Law Journal contains three interesting articles covering the topics of the contributions of the Centro case to the evolution of the law of directors’ duties towards a more managerial model; the nature of the role of the listed public company board in Australia and the United States; and related party transactions in New Zealand.
The February 2012 issue of C&SLJ includes articles on the avenues available to directors to protect themselves from liability for insolvent trading and the role and utility of opinions rendered by independent financial advisers for public takeovers in Singapore. The Company law section includes an empirical study of company securities trading policies. The Corporate finance section has Pt 2 of Omar Salah’s examination of the legal infrastructure of sukuk structures. Finally, the Hong Kong, Singapore and Malaysia section discusses insider dealing in Hong Kong.
The last issue of the Company and Securities Law Journal for 2011 includes articles on personal liability for corporate disclosure problems and the truth about limited liability with relation to equity investors in a unit trust. There is also a Corporate insolvency section discussing shadow directors and Buzzle v Apple, and a Corporate finance section discussing mining joint ventures and the legal infrastructure of sukuk structures.
The October 2011 Part of the Company and Securities Law Journal has articles on continuous disclosure in Australia and the obligations and liabilities of the key players in managed investment schemes in the context of the Trio Capital/Astarra fraud investigation. This Part also includes a Corporate Finance section discussing mining joint ventures and securitisation of residential mortgage-backed securities. Finally the Note from New Zealand focuses on a new financial markets law.
This Special Issue is in honour of ASIC’s 20th anniversary and combines Parts 5 and 6 of Volume 29. It contains five articles that focus on various interesting points in ASIC’s history, including a comprehensive record of ASIC’s participation in matters before the Takeovers Panel, insider trading and market misconduct, the limits of disclosure and investor education in a retail market, the regulation of managed investments and the development of Australia’s continuous disclosure regime.