Quigg Partners Seminars: Hong Kong
WHAT'S ON THE BLOCK
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Waste management business
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Leading retail chain
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Media assets
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Substantial shareholding in a leading general insurance company
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Large forestry estate
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Material shareholding in New Zealand’s leading car/general goods auction house
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Food oils business
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Flour milling operations
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Boutique vineyards
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Dairy factory
QUIGG PARTNERS SEMINARS: HONG KONG
We are pleased to advise of our first Quigg Partners seminar programme in Hong Kong.
PROGRAMME:
Legal Issues for Businesses in New Zealand
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Establishing a business
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Expanding a business (M&A, takeover and joint ventures)
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Administration of a business (including financial reporting and brand protection)
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Recent legal issues for businesses
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Capital raising in New Zealand
Managing your New Zealand Business: Employment and Labour Issues
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Aligning employment agreements between overseas jurisdictions and New Zealand
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Handling disciplinary issues from a distance
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Restructuring from Asia
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Current compliance issues:
- Holidays Act
- KiwiSaver
- Trial periods
DATES & VENUE:
Friday 21
September
2012, 9:00am – 1:00pm
Kennedy Room, Conrad
Hong Kong,
Pacific
Place, 88 Queensway, Hong Kong
More information and registration forms are available at
www.quiggpartners.com.
OVERSEAS INVESTMENT ACT - AMBER LIGHT
Crafar Farms Approval: Subsequent to the High Court judicial review proceedings, the Minister, following a recommendation of the Overseas Investment Office, finally granted approval to the Chinese acquisition of the Crafar farms. The decision is subject to a raft of special and detailed conditions (27 in total).
Judicial Review Proceedings: We will await progress in respect of the proposed appeal of the Crafar farm High Court judicial review proceedings.
NEW ZEALAND COMPANIES OFFICE fees are increasing from 1 August 2012
SUPREME COURT
Duty of Care of Council to LIM Recipient: The Supreme Court upheld unanimously the lower Courts finding that the Council owed a duly of care to the recipient of Council issued Land Information Memorandum reports. The Court said it "may well be negligent for a party to commit to a transaction without obtaining a LIM".
COURT OF APPEAL
Prejudicial Shareholders: The Court of Appeal overturned the High Court decision that one shareholder had wrongfully taken a material contract for himself.
HIGH COURT
Limits on Just and Equitable: The High Court refused to wind up a 50:50 joint venture corporate. The Court said although an irreconcilable deadlock existed the applicant had not shown it either impracticable or inequitable for it to "exit" via the share pre-emption provisions of the shareholders agreement.
Lack of Due Diligence: The Court overturned the District Court's refusal of "claim for damages for breach of a specific warranty" on the basis of the plaintiff's failure to carry out due diligence on the topic the subject of the warranty.
Joint Venture and Breach of Fiduciary Duty: The High Court held the property joint venture involved fiduciary duties and that such duties had been breached.
Subject to Director Approval: The High Court found the clause to be a device to lock the seller into holding the property over the critical summer period without consideration. It seems a very "active judgment" when the words could be given their ordinary meaning without difficulty.
Contract of Services: The High Court confirmed that there is no basis on which procedural fairness should be implied in a contract for services.
Restraint Void for Uncertainty: A restraint of trade in a 2005 business sale agreement was held void for uncertainty.
COMPETITION LAW & M&A
The Court of Appeal upheld a High Court decision that there is a good arguable case the New Zealand Commerce Act will apply to overseas companies which operate in New Zealand through a New Zealand incorporated subsidiary on the grounds that the subsidiary was acting "on behalf of" the overseas parent company.
The Commission granted clearance for M&A transactions in the packaging industry and health sector.
TAKEOVERS PANEL
Class Exemption Proposal: The Panel issued a consultation paper in respect of the possibility of issuing a class exemption for trustees of family trusts.
Statement of Corporate Intent: The Panel issued its Statement of Corporate Intent (2012-2015).
FINANCIAL MARKETS AUTHORITY (FMA)
The FMA released:
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final guidance on Effective Disclosure.
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note on their enforcement priorities.
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a guidance note on KiwiSaver performance fees.
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a draft guidance note on the disclosure of non-GAAP financial information.
USA CASE
A recent US Delaware Chancery Court case highlighted that care is needed in signing confidentiality agreements. Although the confidentiality agreement did not contain a "standstill" provision the Judge injuncted Martin Marietta from undertaking a hostile bid for Vulcan Materials using the information obtained under the confidentiality agreement. The agreement restricted the use of the information to "friendly transactions". The Delaware Supreme Court upheld the Chancery Court decision.
RECENT M&A TRANSACTIONS FOR QUIGG PARTNERS
Quigg Partners has recently had the pleasure of advising on New Zealand law matters relating to:
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The sale of majority stake in Southern Cross Dental Laboratories to Ironbridge Capital.
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Vocus Communication's acquisition of Maxnet, NZ ISP, data centre and cloud service provider.
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Various Australian and Hong Kong issues to New Zealand shareholders (including scrip takeover, ESOP, SPP, Scheme of Arrangement and entitlement right issues).
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USA corporate institutional investors dealings with Financial Markets Authority.
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Global capital market raisings by overseas private equity and hedge funds.
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A Chinese corporate undertaking a New Zealand joint venture investment.
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International transaction involving Biomet Inc's acquisition of the trauma arm of Johnson & Johnson.
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Trade Me's purchase of Autobase.
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Dulux's takeover offer for all of the shares of Allesco.
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English and German firms, separately, making trans-tasman acquisitions and a Japanese firm making a New Zealand acquisition.