Quigg Partners Australian Seminars
WHAT'S ON THE BLOCK
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Leading retail chain
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Manufacturing facilities
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Third largest mussel farm and processor
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Engineering services business
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Substantial shareholding in a leading general insurance company
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Large North Island forestry estate
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Material shareholding in New Zealand’s leading car/general goods auction house
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Manufacturing plant for furniture
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Food ingredients business
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Flour milling operations
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Boutique vineyards
QUIGG PARTNERS AUSTRALIAN SEMINARS
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 Australia and New Zealand
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Handling disciplinary issues from a distance
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Restructuring from Australia
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Current compliance issues:
- Holidays Act
- KiwiSaver
- Trial periods
DATES & VENUES:
Melbourne:
Thursday 29 March 2012, 9:00am – 1:00pm
InterContinental Melbourne The Rialto
Sydney
: Thursday 17 May 2012, 9:00am – 1:00pm
InterContinental Sydney
More information and registration forms are available at
www.quiggpartners.com.
OVERSEAS INVESTMENT ACT - AMBER LIGHT
The High Court judicial upheld review proceedings against the decision of the relevant Ministers approving Chinese acquirers' acquisition of the "sensitive" Crafar dairy farms. The Judge upheld the Overseas Investment Office's correct application of the business experience and acumen test. This aspect of the decision has been appealed by the applicant. However, the Court decided that the wrong test had been applied in respect of the "benefit to New Zealand" test (the wrong counter factual basis had been applied). The Court ordered reconsideration of the decision applying the different test. The case does reinforce the requirement for careful and detailed identification of applicable factors when lodging Overseas Investment Act applications (and heightened political scrutiny that can be anticipated especially in cases involving New Zealand's agricultural industry).
If you would like a copy of the case, please email davidquigg@quiggpartners.com.
COURT OF APPEAL
Insider Trading - No Inside Information: The Court of Appeal held, concurring with the High Court, that relevant information was not "inside information" because information was, at least in part, already in the public domain, and to the extent it was not publicly available, the information would not have materially affected the price of the relevant shares if the information had been made publicly available.
No Appeal Agreement – Binding: The Court of Appeal upheld the binding nature of an agreement not to appeal the High Court decision and rejected arguments of coercion.
HIGH COURT
Prejudiced Shareholders - Derivative Action: Differences between the directors and shareholders resulted in both sides seeking to bring derivative action on behalf of the Company. Technical proceeding rather than substantive decisions decided.
Duty of Care by Corporate Trustees: The High Court refused to strike out a claim that a Trustee owed the issuer (as opposed to investors) a duty of care.
Prejudiced Shareholders - Derivative Action: Refusal to strike out a claim against shareholders (who were in control of derivative proceedings) by other shareholders, who claimed they were owed a duty of care to such other shareholders.
Business Sale - Make Good Provision - Expert v Court: The High Court granted a stay of proceedings on the basis that the parties to a business sale, arguing about liability for lease "make good" provisions, had agreed that disputes be resolved by an expert and this should be required.
COMPETITION LAW & M&A
The Commerce Commission is considering four clearance applications as at the date of this newsletter as follows:
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Epay New Zealand has applied in respect of the national market for payment processing
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Visy Industries Australia has applied in respect of the packaging industry
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Southern Community Laboratories (owned by Healthscope) has applied in respect of pathology services and cervical screening testing
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Pact Group has applied in respect of plastic pails, including those for food and paint.
The Commission has recently cleared the acquisition of AMI Insurance by IAG on the grounds there is no likely effect of substantially lessening competition in the market for house, contents and motor vehicle insurance.
In November 2011 the High Court of New Zealand upheld a decision by the Commerce Commission to authorise an acquisition on public benefit grounds. The relevant markets were the North Island and South Island markets for wool scouring services. The High Court found that the likely detriments were outweighed by likely public benefits. The Court said “Rationalisation to achieve efficiencies in markets where there is significant over-capacity, where there is constraint from overseas competition, and where customers have sufficient volume to credibly threaten new entry, is the kind of acquisition which may well “give rise” to net public benefits".
If you would like a copy of the judgment, please email johnhorner@quiggpartners.com.
TAKEOVERS PANEL
The New Zealand Takeovers Panel issued a "Code Word" (Panel's regular publication) giving useful guidance for small code companies and how the Code can apply to Limited Partnerships. In Australia ASIC issued an updated guidance note on "Acquisitions approved by members".
FINANCIAL MARKETS AUTHORITY (FMA)
The FMA issued draft guidance for securities issuers, directors and advisers on how to prepare and present effective prospective prospectuses and investment statements. The cornerstone for the guidelines is "clear, concise and effective". Submissions are due 9th March.
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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Merger of Abacus Property entities (including the Storage King business) (including OIO land approval).
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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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UXC's acquisition of Jireh Consulting Services.
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USA corporate investor dealings with Financial Markets Authority.
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European investor in New Zealand agriculture Limited Liability Partnership.
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Global capital market raisings by overseas private equity and hedge funds.
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Chinese corporate planning New Zealand joint venture investments.
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Valent Pharmaceuticals acquisition of iNova.
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Albany International's sale of Albany Door Systems.