Quigg Partners Australian Seminars
Quigg Partners New Zealand Seminar Series
Budget 2011 - Major IPO Activity in 2012 Possible
NZ Revised Guidance Note - Continuous Disclosure
Auditor Regulation Act 2011
WHAT'S ON THE BLOCK
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Carter Holt pulp, paper and packaging assets
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Majority stake in leading distributor of New Zealand horticultural products
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Substantial shareholding in a leading general insurance company
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Dairy farms (a considerable number and interests in a corporate dairy business)
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Bulk liquid storage business
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Material shareholding in New Zealand’s leading car/general goods auction house
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Assets/businesses of South Canterbury Finance
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South Island Forest Estate
QUIGG PARTNERS AUSTRALIAN SEMINARS
We have completed our annual Sydney and Melbourne seminars for clients in Australia. The seminars covered:
Legal
Issues for Businesses in New Zealand
§
Establishing a business (e.g. branch v subsidiary)
§
Expanding a business (M&A, takeover and joint ventures)
§
Administration of a business (including financial reporting and brand
protection)
§
Recent
issues in New Zealand contract law for business
§
Capital
raising in New Zealand (the popular use of the new mutual recognition
regime)
Managing your New Zealand Business: Employment and Labour Issues
§
Aligning
employment agreements between Australia and New Zealand
§
Handling
disciplinary issues from a distance
§
Restructuring by remote
§
Explaining the new employment changes effective from 1 April 2011
If you would like a copy of either of the overheads please
contact
davidquigg@quiggpartners.com.
QUIGG PARTNERS NEW ZEALAND SEMINAR SERIES
|
31 May 2011 |
Buying and Selling a Business |
|
28 June 2011 |
Contract Law Issues for Commercial Managers |
|
9 August 2011 |
Directors and Officers: Personal Responsibilities in Major
Corporate Transactions |
You can register via our website www.quiggpartners.com.
If you would like a copy of the overheads for the "Buying and Selling a Business" seminar which has been held please contact johnhorner@quiggpartners.com.
We are happy to consider and discuss with you a "tailor made" legal seminar for your business. Please contact johnhorner@quiggpartners.com.
BUDGET 2011 - MAJOR IPO ACTIVITY IN 2012 POSSIBLE
The New Zealand Government's Budget confirmed that, should it be re-elected, then from 2012, a "Mixed Ownership Model" (most like via an Initial Public Offering (IPO) process) will be applied to four State Owned Enterprises (electricity generation companies and the major New Zealand coal producer) and the New Zealand Government shall reduce their shareholding in Air New Zealand.
It is expected the minority stakes will raise between $5-$7 billion. This is thought to be a significant boost to the New Zealand share market (increasing the NZX capitalisation by up to 10%).
SUPREME COURT
The Supreme Court unanimously overturned a majority Court of Appeal decision and restored a High Court decision in respect of exercising a right to cancel a contract. The case highlights the need to be very careful when responding to another party's breach (especially in relation to timing of action taken and communication of elections made).
COURT OF APPEAL
Option to Purchase & Pre-Emption Right: A contract contained an option to purchase and pre-emptive provisions. The Court of Appeal, upholding the High Court decision, held that once the option to purchase had commenced it flouted commercial common sense to then allow a pre-emptive right to be available.
Securities Market – Deceptive Offer: The Financial Markets Authority achieved a high profile success against Mr Whimp in respect of "deferred payment" offers to purchase listed shares off-market.
HIGH COURT
Restraint of Trade: Provisions in a 10 year restraint of trade were upheld and enforced through interim injunctive relief.
Unfair Prejudice – Fair Value: The Court held the claim of "unfair prejudice" in conducting the company was established and then provided a detailed analysis of the valuation appropriate. One interesting point was that no discount for the non-voting nature of the minority shares was held to be applicable in the circumstances.
Securities Act – ESOP: The High Court had to consider a number of ESOP type share/option/rights schemes offered by the international company Tyco. In a declaratory judgment, the offers were found to be compliant with the NZ securities law regime.
TAKEOVERS CODE
The Panel has released its Statement of Intent.
FINANCIAL MARKETS AUTHORITY
The new Financial Markets Authority ("FMA"), replacing the Securities Commission, and Commissioner for Financial Advisers and Government Actuary (including certain functions of the Registrar of Companies and the NZX), commenced as from 1 May 2011.
FINANCIAL ADVISERS ACT
The Financial Advisers Act comes into full force from 1 July 2011 when no financial adviser services may be provided unless registered and (if applicable) authorised.
NZ REVISED GUIDANCE NOTE - CONTINUOUS DISCLOSURE
A revised Continuous Disclosure Guidance Note was issued by the NZX.
AUDITOR REGULATION ACT 2011
The Auditor Regulation Act comes into force from 1 July 2011.
FINANCIAL REPORTING AMENDMENT ACT 2011
The External Reporting Board will replace the Accounting Standards Review Board and commences on 1 July 2011.
EMPLOYMENT ISSUES FOR M&A