Legislative framework and history

The current legislation governing the Panel and its powers and procedures is the Corporations Act 2001 (Cth) (especially Part 6.10), the Australian Securities and Investments Commission Act 2001 (Cth) (especially Part 10) and the Australian Securities and Investments Commission Regulations 2001 (Cth) (especially Part 3).

The legislative history is outlined below.


Uniform Companies Acts

  • The first takeover provisions included in Australian law (sections 184 and 185 and Tenth Schedule)
  • Each state enacted uniform legislation over the period 1961-1962

1968 - 1972

Eggleston Reports

  • The Company Law Advisory Committee, chaired by Sir Richard Eggleston, was established in 1967 to consider corporate and securities law reform
  • The second Eggleston Report considered that some regulation of takeovers was necessary to ensure fair treatment of shareholders and enunciated four guiding principles that were reflected in subsequent legislation


National Companies and Securities Commission Act 1979 (Cth)

  • Introduction of the National Companies and Securities Commission (NCSC) as the first federal body responsible for administering corporate and securities law

See Co-operative Companies and Securities Scheme documents


Companies (Acquisition of Shares) Act 1980 (Cth) and Companies Act 1981

  • First co-operative scheme underpinning corporate regulation in Australia
  • Included the Companies (Acquisition of Shares) Code, which for the first time contained most of the provisions that are present in the current Chapter 6
  • The NCSC was empowered to declare unacceptable particular acquisitions of shares and particular conduct in the context of takeovers
  • The Court was granted powers to make orders in the event that the NCSC made a declaration of unacceptable conduct
  • Amendments were made to the Code, including via the Statute Law (Miscellaneous Amendments) Act (No 1) 1982 (Cth) (which included giving the NCSC power to make certain orders if it made a declaration) and the Companies and Securities Legislation Amendment Act 1986 (Cth)

See Co-operative Companies and Securities Scheme documents

1 January 1991 – the establishment of a stand-alone Panel

Corporations Act 1989 (Cth)Corporations Law, Australian Securities Commission Act 1989 (Cth) and Australian Securities Commission Regulations 1990 (Cth)

  • Uniform legislative scheme referred to as the Corporations Law
  • Introduced the first national corporate and securities law regulator, the Australian Securities Commission (ASC)
  • To overcome criticisms levelled against the NCSC for acting as a ‘prosecutor, judge and jury’ (see Edwards Report), the NCSC’s power to make declarations in relation to unacceptable conduct in the context of a takeover was transferred to the Corporations and Securities Panel (CSP)
  • Applications to the CSP could be made only by the ASC

See Corporations Law documents


Corporations Legislation Amendment Act 1994 (Cth)

  • Reforms to allow the CSP to make “speedy commercial decisions” including by removing a party’s entitlement to appear at a hearing and providing that information or evidence be given to the Panel by lodging written submissions
  • Introduced a requirement that the Panel observe the rules of procedural fairness, to the extent not inconsistent with the provisions of the legislation and the regulations made under it
  • Jurisdiction expanded to allow the making of a declaration based on the actions of target directors

See Explanatory Memorandum

13 March 2000 – a new Panel regime

Corporate Law Economic Reform Program Act 1999 (Cth)

  • Repealed and substituted a new Chapter 6 of the Corporations Act 1989 (Cth), which included s602 (in the form of current s602 of the Corporations Act) and s657A (subsequently amended)
  • A number of amendments were enacted providing the Panel with a general dispute resolution function in relation to takeovers
  • The CSP replaced the courts as the primary forum for resolving disputes about a takeover bid during the bid period
  • Applications to the CSP could be made by any interested party
  • The CSP was given power to review ASIC takeover exemption and modification decisions in relation to Chapter 6 (and Chapter 6C during a bid) and to conduct internal merits review of decisions on unacceptable circumstances

See the CLERP Explanatory Memoranda and CLERP Papers (see CLERP Paper No. 4: Proposals for Reform – Takeovers) (see also Takeovers Proposal for Simplification under Stage 3 of the Corporations Law Simplification Program)

2001 – the current governing laws

Corporations Act 2001 (Cth), Australian Securities and Investments Commission Act 2001 (Cth) and Australian Securities and Investments Commission Regulations 2001 (Cth)

  • Replacement legislative scheme that, in effect, re-enacted the Corporations Law as a single federal law capable of operating throughout Australia (with the benefit of a referral of powers by the States to overcome High Court decisions finding aspects of the previous scheme unconstitutional)
  • This is the current legislation governing corporations, with the primary legislation empowering and regulating the operations of the Panel being Part 6.10 of the Corporations Act, Part 10 of the ASIC Act and Part 3 of the ASIC Regulations
  • The CSP was renamed the Takeovers Panel via the Financial Services Reform Act 2001 (Cth)

See Explanatory Memorandum


Corporations Amendment (Takeovers) Act 2007 (Cth)

  • Inserted s602A and amended ss 657A and 657D of the Corporations Act to give the Panel broad and flexible powers to perform the role envisaged for it, after two Federal Court decisions interpreted the limits of the Panel’s jurisdiction

See Explanatory Memorandum

2013, 2015

Corporations and Australian Securities and Investments Commission Amendment Regulation 2013 (No. 1) and Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015

  • Amendments to improve the efficient operations of the Panel including by facilitating the use of technology in conducting Panel conferences, removing the requirement to provide reasons at the time of notifying a decision not to conduct and permitting Panel members to participate in proceedings while overseas

See Explanatory Statement and Explanatory Memorandum