{"id":6307,"date":"2014-03-07T16:38:39","date_gmt":"2014-03-07T05:38:39","guid":{"rendered":"http:\/\/sites.thomsonreuters.com.au\/journals\/?p=6307"},"modified":"2014-03-07T16:38:39","modified_gmt":"2014-03-07T05:38:39","slug":"company-and-securities-law-journal-update-march-2014","status":"publish","type":"post","link":"https:\/\/sites.thomsonreuters.com.au\/journals\/2014\/03\/07\/company-and-securities-law-journal-update-march-2014\/","title":{"rendered":"Company and Securities Law Journal update: March 2014"},"content":{"rendered":"

*Please note that the links to the content in this Part will direct you to Westlaw AU. If you are using Checkpoint, the links can be found in the CP PDF <\/strong>at the bottom of this post.<\/p>\n

<\/strong>NB: <\/strong>Please note that all updates will include links for Westlaw AU only<\/b> (with the exception of the Journals available on Checkpoint, which will have an extra PDF). For further information, please click here<\/a><\/strong>.<\/p>\n

The latest issue of the Company and Securities Law Journal <\/em>(Volume 32 Part 2) contains the following material:<\/p>\n

EDITORIAL<\/a><\/p>\n

Articles<\/h3>\n

When will derivative liability enhance corporate regulatory compliance? <\/i><\/b><\/a>\u00e2\u20ac\u201c Daniella Spencer-Laitt<\/p>\n

Imposing blame is essential if criminal sanctions used in a corporate regulatory context are to have the desired effect of enhancing corporate regulatory compliance. Despite this, the federal legislature has passed the Personal Liability for Corporate Fault Reform Act 2012 <\/i>(Cth), which reforms Australia\u00e2\u20ac\u2122s derivative liability regime, without clear consideration of principles of blame. There is a number of essential sources of blame in criminal remedial theory that are relevant where a director is penalised for a corporation\u00e2\u20ac\u2122s regulatory crime. Where one or more of these sources exists, it is more likely that a sanction will impose blame and thereby enhance compliance. These sources of blame are embodied in the director\u00e2\u20ac\u2122s duty of care and diligence. The continuing project of reforming Australia\u00e2\u20ac\u2122s derivative liability regime could be made more effective if derivative liability is only imposed where the director\u00e2\u20ac\u2122s involvement in the contravention is within the scope of what is regulated by the director\u00e2\u20ac\u2122s duty of care and diligence.<\/p>\n

To purchase this article, complete the Individual Article Sale<\/a> order form and email it to tlranz.journal.orders@thomsonreuters.com<\/a>.<\/p>\n

Unlisted and unrated debentures \u00e2\u20ac\u201c the end, or a new beginning? <\/i><\/b><\/a>\u00e2\u20ac\u201c Terence W Wong<\/p>\n

Over the past decade, Australia\u00e2\u20ac\u2122s investor protection laws for unlisted and unrated debentures have undergone regular cycles of investigation and reform, following several corporate collapses. Each round of reforms invariably brings about improvements to the quality and quantity of disclosure to retail investors, and higher compliance burdens on issuers. However, Australian retail investor disclosure is still poorly communicating the essential message for investing in these high-yield and inherently high-risk securities. The message of diversification is key to utilising high-yield returns to absorb the high principal risk inherent to these securities and to obtain strong investment returns in good economic conditions. This very powerful idea sparked the proliferation of a \u00e2\u20ac\u0153junk\u00e2\u20ac\u009d bond market in the United States that has grown to be currently worth USD 1.1 trillion, or around 40% of corporate bond issuance by value in the United States. Australia\u00e2\u20ac\u2122s market is less than 1% of the global high-yield market and does not offer a true secondary market to facilitate trade and diversification. This article argues that, in Australia\u00e2\u20ac\u2122s dangerous market for unlisted and unrated debentures, an emphasis on diversification is even more essential to future investor protection disclosure laws in this sector. It also argues that the most recent proposed reforms, which are a simplified form of prudential regulation, will further deter potential issuers, and potentially spell the end for unlisted and unrated debentures in Australia.<\/p>\n

To purchase this article, complete the Individual Article Sale<\/a> order form and email it to tlranz.journal.orders@thomsonreuters.com<\/a>.<\/p>\n

Sections<\/h3>\n

COMPANY LAW<\/a> \u00e2\u20ac\u201c Robert Baxt AO<\/i><\/p>\n