{"id":8165,"date":"2016-03-19T18:52:40","date_gmt":"2016-03-19T07:52:40","guid":{"rendered":"http:\/\/sites.thomsonreuters.com.au\/journals\/?p=8165"},"modified":"2016-03-19T18:52:40","modified_gmt":"2016-03-19T07:52:40","slug":"company-and-securities-law-journal-update-february-2016-4","status":"publish","type":"post","link":"https:\/\/sites.thomsonreuters.com.au\/journals\/2016\/03\/19\/company-and-securities-law-journal-update-february-2016-4\/","title":{"rendered":"Company and Securities Law Journal update: February 2016"},"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 Checkpoint PDF <\/strong>at the bottom of this post.<\/p>\n

The latest issue of the Company and Securities Law Journal <\/em>(Volume 34 Part 1) contains the following material:<\/p>\n

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

Articles<\/h3>\n

Legislating for co-operative identity: The new co-operatives national law in Australia<\/a><\/strong><\/em> \u00e2\u20ac\u201c Ann Apps<\/p>\n

Co-operatives and mutuals are the main types of member-owned businesses in Australia.<\/p>\n

Co-operatives are usually registered as co-operative societies under State-based legislation. Co-operatives may also register as companies under the Corporations Act 2001<\/em> (Cth) but are distinguished from companies and mutuals by their commitment to co-operative principles. On 2 March 2015, the Senate referred an inquiry into the role of co-operatives and mutuals in the Australian economy to the Economics Reference Committee. The terms of reference include \u00e2\u20ac\u0153barriers to innovation and growth\u00e2\u20ac\u009d and the \u00e2\u20ac\u0153impact of current regulations\u00e2\u20ac\u009d. This article examines the Co-operatives National Law<\/em> (CNL) which has recently been introduced in some Australian States. The article will analyse the key aspects of the new law that will have the maximum impact on co-operative identity \u00e2\u20ac\u201c control, governance and finance. The CNL will be compared with the Corporations Act 2001<\/em> to evaluate its effectiveness in articulating the co-operative\u00e2\u20ac\u2122s distinct identity and promoting co-operative growth.<\/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

Corporate and personal liability for \u00e2\u20ac\u0153culture\u00e2\u20ac\u009d in corporations?<\/a><\/strong> <\/em>\u00e2\u20ac\u201c John HC Colvin and\u00c2\u00a0James Argent<\/p>\n

The Australian Securities and Investments Commission (ASIC) has proposed introducing personal and corporate liability for the culture of a corporation. This article argues that ASIC\u00e2\u20ac\u2122s position should be rejected. First, culture cannot be effectively defined. Culture is also not capable of precise measurement. The need for certainty in defining and measuring culture is necessary for culture to be a basis for individual or corporate liability. Secondly, culture is not a concept that should be regulated. Thirdly, the proposed laws could significantly expand ASIC\u00e2\u20ac\u2122s powers and such powers may be open to abuse.<\/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

Are directors liable in negligence for misstatements in a prospectus?<\/a><\/strong><\/em> \u00e2\u20ac\u201c Victoria Stace<\/p>\n

This article considers the issue of whether company directors owe a duty of care to retail investors in relation to misstatements made in offer documents. A recent New Zealand High Court decision said the answer was no. This article suggests that the reasons given by the High Court for its decision on this issue were not well grounded. It identifies and discusses the policy considerations relevant to finding whether directors owe a duty of care to retail investors in relation to negligent misstatements made in disclosure documents. Those policy considerations provide strong indicators in favour of finding a duty.<\/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

CORPORATE GOVERNANCE, CORPORATE RESPONSIBILITY AND LAW<\/a> \u00e2\u20ac\u201c Jean\u00c2\u00a0Jacques du Plessis<\/em><\/p>\n