Takeovers Panel Prepares for New Regime

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The Corporations and Securities Panel (also known as the Takeovers Panel) today released its first public document for comment in preparation for its new role under the Government's new Corporate Law Economic Reform Programme Act (CLERP) which starts on 13 March.

Under the new CLERP legislation the Panel will be the main dispute resolution forum for takeovers in Australia. A major feature of the new CLERP legislation is that after 13 March, any party to a takeover will be able to ask the Panel to declare that circumstances surrounding a takeover are unacceptable.

The Panel will also become the forum for review of Australian Securities and Investment Commission takeover decisions, a function previously performed by the AAT.

The Panel, which is comprised of part time members appointed from the active members of Australia's takeovers and business communities, has been given significant powers to determine the rules under which it conducts its proceedings.

The discussion document released today is a draft of those procedural rules which are open for public comment until 31 March, 2000.

In the interim between 13 March, when the legislation takes effect, and when the final form of the rules are published, the Panel will use the rules in their exposure form.

The rules include how a person can make an application to the Panel, what documents they must give to the Panel, who can be a party to Panel proceedings and when the Panel will allow parties to be represented by lawyers.

Panel President Mr Simon McKeon, who is also an executive director of Macquarie Bank, said the Panel is well prepared for the significant expansion of its role on 13 March and he believes the new Panel will provide a significant advancement for Australia's takeovers markets. He said that new Panel will be committed to providing timely responses for matters that are raised before it.

Mr McKeon said that the new takeovers regime will be a great challenge for the Panel and that the Panel expects a substantial increase in its workload.

To deal with the increased workload, the Panel will have a full time Executive. The Panel has also initiated its policy of seconding private sector staff with legal and corporate finance experience on a rotating basis in order to ensure that the Panel's staff have up to date knowledge of the takeovers landscape.

The first of those secondees, Ms Nicole Calleja has been seconded to the Panel from Arthur Robinson & Hedderwicks. Ms Calleja is an experienced lawyer in the takeovers area, and has had published a number of articles relating to takeovers.

Mr McKeon said that the Panel intended to seek a secondee from the corporate finance sector in the next few weeks.

The Panel executive is based in Melbourne. Its office will enable Panel members to conduct Panel proceedings and will have a video conference facility to allow parties and Panel members from other cities to participate in Panel proceedings. However, Mr McKeon said that the Panel will hold its proceedings wherever they are most sensible.

Copies of the draft Rules are available from the Panel Executive.

Submissions or comments on the draft Rules should be sent to the Panel Executive at:

Panel Executive
Corporations and Securities Panel
GPO Box 5179AA
Melbourne, VIC, 3001
or emailed to :

For further information contact:

Nigel Morris
Corporations and Securities Panel
Tel: (03) 9280 3299

Simon McKeon
Corporations and Securities Panel
Tel: (03) 9635 8127

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