The Simpson Grierson Corporate Advisory newsletter looks at some of the strategic and highly complex matters dealt with by the group. Simpson Grierson Corporate Advisory is involved in all aspects of corporate law, from major mergers and acquisitions, to takeovers, public offerings of securities, listed company compliance, and corporate litigation support.
Taskforce Reports on Capital Markets Dec 2009 On 16 December, the Capital Market Development Taskforce (CMD Taskforce) released its much awaited final report to the Government. The report follows 18 months of consultation with participants in the financial sector aimed at developing a “blueprint” for New Zealand's capital markets. > Read More> View PDF
New Securities Regulations - A Sea Change Sep 2009 Disclosure requirements for securities offerings will undergo a sea change when new Securities Regulations come into force on 1 October 2009. The changes are perhaps the most significant since investment statements were introduced in 1997.
The primary driver behind the Securities Regulations rewrite was to implement the new Simplified Disclosure Prospectus (SDP) regime for listed issuers. The opportunity has also been taken to make a raft of other changes, which will alter the securities offering landscape considerably.
In this FYI we provide a highly summarised outline of the changes. > Read More> View PDF
Capital Raising Made Easier Aug 2009 The Securities (Disclosure) Amendment Act 2009 (Amendment Act) is now in force. The Amendment Act reduces some of the regulatory barriers facing New Zealand businesses looking to raise capital.
The Act does this by introducing the simplified disclosure prospectus (SDP) regime. It also changes some of the categories of offers which are exempted from Securities Act 1978 (Securities Act) compliance. > Read More> View PDF
Progress Report from CMD Taskforce Aug 2009 The Capital Market Development Taskforce (CMD Taskforce) has released a progress report to the Government. The report identifies perceived shortcomings in New Zealand's capital markets and suggests a number of legislative and regulatory changes. In addition, the CMD Taskforce recommends legislative changes to reduce the cost of raising capital for SMEs and private market participants.
> Read More> View PDF
Corporate Governance: How Do You Measure Up? Mar 2009 The Securities Commission (Commission) has announced it is reviewing corporate governance reporting by issuers. As part of the Commission's on-going financial reporting surveillance programme, it will select issuers and review corporate governance disclosures made by those issuers against its nine principles of corporate governance (Principles), published in 2004. > Read More> View PDF
New Zealand's Overseas Investment Regime Under Review Mar 2009 Finance Minister Bill English recently announced a review of the Overseas Investment Act 2005 (Act) and the Overseas Investment Regulations 2005 (Regulations). He described the regime as "cumbersome", "complex" and "legalistic", explaining that New Zealand needed simpler rules and quicker decisions to attract foreign investment and help the New Zealand economy through the recession. > Read More> View PDF
Increased Clarity as to Habitual Investors Dec 2008 Last week Dan McEwan was convicted of offences under the Securities Act 1978 (Act). In delivering its judgment, the court clarified who qualifies as an "habitual investor" under the Act.
This is an important judgment, as it is the first time a court has attempted to define who may be considered an "habitual investor", not requiring the protections afforded by the Act. However, the decision of the District Court (Ministry of Economic Development v Stakeholder Finance Limited, Agnes Water Acquisitions Limited and Robert Daniel McEwan, District Court, Auckland CRI 2007-004-028150, 9 December 2008, Cunningham J) is expected to be appealed to the High Court. > Read More> View PDF
Overseas Investment in Strategically Important Infrastructure - Any More Certainty? Nov 2008 Earlier this year we published an FYI which considered a new Overseas Investment regulation. That new regulation requires the Ministers of Finance and of Land Information to take into account, when considering applications for Overseas Investment Office (OIO) consent:
"whether the overseas investment will, or is likely to, assist New Zealand to maintain New Zealand control of strategically important infrastructure on sensitive land".
We concluded this new regulation created significant uncertainty and that, to promote foreign investment in New Zealand, which is critical to our economy, the Government must remove that uncertainty.
More than six months on, the Ministers have considered a number of consent applications where this was a relevant consideration. The Regulations Review Committee (Committee) recently released its report in response to a complaint about the new regulation.
> Read More> View PDF
New Minority Buy-Out Rules Pass into Law Oct 2008 Changes aimed at better protecting minority shareholders who oppose corporate actions have been passed into law by Parliament. The changes are contained in the Companies (Minority Buy-out Rights) Amendment Act 2008 (Act).
In an earlier FYI (December 2007), we recognised the changes proposed by the Companies (Minority Buy-out Rights) Amendment Bill (Bill) would provide a welcome clarification of the mechanics of the minority buy-out provisions. However, we expressed reservations regarding some of the changes. Since this time, the Bill has undergone Select Committee scrutiny.
In this FYI, we focus on how the Act compares to the Bill in two controversial areas: share price valuation and the passing of ownership in shares. In these areas, difficulties with the Bill have generally been cured in the Act, although some residual issues remain. > Read More> View PDF
Financial adviser rules pass with strong bipartisan support Oct 2008 New rules relating to the New Zealand finance industry have been passed by Parliament. As discussed in an earlier FYI (February 2008), the Financial Advisers Act 2008 (FA Act) and Financial Service Providers (Registration and Dispute Resolution) Act 2008 (FSP Act) aim to develop a more comprehensive system to regulate financial advisers. > Read More> View PDF
Amalgamations and Schemes of Arrangement - The Panel Takes Charge Sep 2008 The Takeovers Panel recently made recommendations to the Minister of Commerce for changes to the rules on amalgamations and schemes of arrangement for companies that fall under the Takeovers Code (Code Companies). If implemented, the changes will limit the availability of amalgamations and schemes as mechanisms for effecting changes of control in Code Companies. We have doubts regarding the merits of the changes. We outline the Panel's recommendations, and consider the implications of the changes, below. > Read More> View PDF
NZX Guidance Note - Toughening the Rules for Backdoor and Reverse Listings Sep 2008 Backdoor and reverse listing transactions have been used in New Zealand as a mechanism for listing entities on the New Zealand Stock Market (NZSX) efficiently and economically. Due to recent market failures of backdoor and reverse listings, NZX Limited (NZX) is now tightening the rules around these types of transactions. > Read More> View PDF
Mutual Recognition of Trans-Tasman Securities Offerings Aug 2008 The trans-Tasman mutual recognition regime recently came into force and reduces regulatory barriers to trans-Tasman securities offers. This provides a flow-on reduction in the costs and timetabling delays associated with extending an offer into both jurisdictions.
The impact of the changes should enhance competition in trans-Tasman capital markets and increase the number of investment products available to trans-Tasman investors.
For Australian issuers, the applicable exemptions are comprised within the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008 (NZ). For New Zealand issuers, the applicable exemptions are comprised within the Corporations Amendment Regulations 2008 (No. 2) (Aust.). > Read More> View PDF
New Zealand Government creates legal quicksand for overseas investors in strategic infrastructure Mar 2008 Finance Minister Dr Michael Cullen announced yesterday the introduction of a new regulation under the Overseas Investment Act 2005 (Act) and Overseas Investment Regulations 2005 (Regulations) to require the Ministers of Finance and Land Information to take into account the following factor when considering applications for Overseas Investment Office (OIO) consent: > Read More> View PDF
Heightened compliance and disclosure measures for the financial sector Feb 2008 A number of significant changes are about to be made to the regime that regulates financial advisers in New Zealand. As discussed in a recent FYI, the Securities Markets Amendment Act 2006 (Amendment Act) has introduced new disclosure requirements for investment advisers and brokers which come into effect on 29 February 2008. > Read More> View PDF
Raising the Bar: New Rules for Investment Advisers Feb 2008 A number of important changes are about to be made to New Zealand's securities law. On 29 February 2008 the Securities Markets Amendment Act 2006 (Amendment Act) will come into force, making far-reaching changes to insider trading laws and changes to the disclosure by substantial security holder disclosure requirements. In addition, the Amendment Act will introduce new market manipulation provisions, a general dealing misconduct provision and new disclosure requirements for investment advisers and investment brokers. > Read More> View PDF
Schemes of Arrangement and Amalgamations: their place in our legal landscape Feb 2008 Last week Simpson Grierson made submissions on the consultation paper issued by the Takeovers Panel Schemes Of Arrangement And Amalgamations Involving Code Companies, 5 December 2007. The broad thrust of our submissions was that the reconstruction mechanisms of schemes and amalgamations should be maintained for Code Companies, essentially in their current form. These mechanisms provide important alternative routes to effect corporate restructuring, including changes of control. They have their own checks and balances which, although different from those provided by the Takeovers Code, are sufficient to prevent the unfair treatment of minority groups. Equally important, these mechanisms enhance the core economic good of allocative efficiency and mitigate against the tyranny of the minority in circumstances where the vast majority of active shareholders and the board supports a particular outcome. > Read More> View PDF
Insider Trading Laws: A Sea Change Jan 2008 A number of important changes are about to be made to New Zealand securities law. The Securities Markets Amendment Act 2006 (Amendment Act), which is to come into force on 29 February 2008, will amend the Securities Markets Act 1988 (Act) and includes far-reaching changes to insider trading laws, changes to the disclosure by substantial security holders, new market manipulation provisions and a general dealing misconduct provision, and new disclosure requirements for investment advisers and investment brokers.
In this, the first of a series of publications on the changes, we consider provisions relating to insider trading. Separate publications will be released to address other changes to the Act.
The new insider trading provisions strengthen the law relating to insider trading by adopting a regime similar to that in Australia and include criminal penalties for those found guilty of insider trading. > Read More> View PDF
