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The latest issue of the Company and Securities Law Journal (Volume 38 Part 7) contains the following material:

EDITORIALEditor: Edmund Finnane

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Articles

The Future of Clearing and Settlement in Australia: Part II – Distributed Ledger Technology – Christian Chamorro-Courtland

Part I of this article analysed the legal and regulatory issues that exist in Australia’s current clearing and settlement infrastructure for shares. Part II of this article looks to the future and analyses the new system (CHESS 2.0) that the Australian Stock Exchange (ASX) proposes to introduce. CHESS 2.0 will use distributed ledger technology to process trades. This article will examine the mechanics for the clearing and settlement of shares in CHESS 2.0 and some of the new features that the ASX proposes to introduce. It analyses the legal and regulatory framework in Australia and considers whether CHESS 2.0 will be able to operate under the existing legal regime. It also examines how the new system will affect the rights of investors and provides recommendations for strengthening their rights. Moreover, it recommends that the ASX should implement a system of crypto-securities in the future.

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The State of Executive Remuneration Disclosure in Australia – Felicity Maher, Warrick van Zyl and Marvin Wee

This article examines the state of corporate executive remuneration disclosure in Australia. The article reviews the executive remuneration literature to determine areas of interest and concern to shareholders, and distils a checklist that reflects the disclosure items that address these areas. The article then compares this checklist with, first, the current disclosure requirements in Australia and, second, the disclosure given in a sample of Australian listed company annual reports. The review identifies significant gaps, particularly in the disclosure of overall remuneration philosophy and the links between remuneration and strategy. The article concludes by making suggestions for regulatory reform to remedy these gaps.

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The Future of the Statutory Business Judgment Rule: Balancing Accountability and Protection – Nicholas Todd

The statutory business judgment rule has little to show for 21 years in existence. The rule’s ability to exculpate a director from liability where that director has breached the statutory duty of care but acted in good faith and for the benefit of the company remains uncertain. This is significant amidst a current climate of increased accountability stemming from increasingly high accountability standards expected of directors and officers. Such standards manifest in reform proposals that expand the duty of care, ASIC’s renewed appetite for duty of care enforcement and the recent expanded application of the duty of care following the High Court decision in Australian Securities and Investments Commission v King (2020). These factors create a renewed impetus to reform the statutory business judgment rule. This article considers 21 years of the statutory business judgment rule and existing reform proposals to present a new reform that is appropriate in the climate of increased accountability.

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NEW ZEALAND AND SOUTH PACIFICEditor: Gordon R Walker

  • Three Types of Path Dependency in South Pacific Business Law Reform Gordon Walker

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For the PDF version of the table of contents, click here: Westlaw AU – CSLJ Vol 38 No 7 Contents or New Westlaw AU – CSLJ Vol 38 No 7 Contents or here: Checkpoint – CSLJ Vol 38 No 7 Contents.

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