Competitors interact in many ways, including through strategic alliances, joint ventures, M&A processes and industry associations. Even where these dealings are pro-competitive, they may require careful management to navigate potential significant competition law risks.

This session, hosted by Gilbert + Tobin’s market leading Competition + Regulation team in conjunction with ACC Australia, will provide in-house counsel with tips to manage competition risk, and avoid cartel or other anti-competitive conduct. It will explore:

• information sharing and concerted practices risks, including ‘gun jumping’ risk in the context of M&A activities;
• how to structure and manage joint venture arrangements;
• consortium bidding;
• risks associated with multiple supply channels where customers may also be competitors; and
• how to safely engage in industry associations.

High profile corporate crises in recent years have shone a spotlight on the role and responsibilities of directors and officers to oversee the management of a range of legal and reputational risks, which might impact both the company and themselves.

This CPD event, which is being hosted by Gilbert + Tobin in conjunction with ACC Australia, will bring inhouse counsel up to speed on recent developments in director and officer duties and liabilities. It will cover:

• a refresher on directors’ duties and D+O liability;
• changing expectations from a range of stakeholders, including investors and the broader community, and the priorities of regulators;
• issues presented by cyber-attacks and data breaches; and
• issues with ‘greenwashing’.

The Parliamentary Joint Committee on Corporations and Financial Services has recently concluded its inquiry into the effectiveness of Australia’s corporate insolvency laws in protecting and maximising value for the benefit of all interested parties and the economy.

The Committee’s report, which was released on 12 July 2023, found that Australia’s insolvency laws are “overly complex”, might not reflect modern business practices, are not keeping pace with the Australian and global economy and have been subject to piecemeal reforms.

This CPD event, hosted by Gilbert + Tobin’s market leading Restructuring + Insolvency team in conjunction with ACC Australia, will explore the Committee’s key recommendations, including:

• a comprehensive review of Australia’s corporate and personal insolvency laws be commissioned by the Government (which would be the most sweeping review of Australia’s insolvency laws since the Harmer Report in 1988); and
• other near term actions to address broadly recognised failings in the current law including in relation to safe harbour, the treatment of trusts under insolvency laws and the role of ASIC and the ATO.

Appropriate capital management strategies implemented by portfolio companies can deliver value to shareholders and help to ensure that companies have an efficient asset and liability mix on their balance sheet. However, there are a range of tax issues that must be considered to ensure that these strategies do not give rise to adverse tax implications for a company or its shareholders.

In Session 5 of our Tax Masterclass Series: Capital management strategies for portfolio companies, Mark Goldsmith and Julian Cheng from Gilbert + Tobin’s Tax team will cover key insights into key takeaways for private equity funds in relation to the above issues including:

• Thin capitalisation – recent changes to the rules and what these mean for the debt funding provided to portfolio companies;
• Demergers – the ATO’s current stance on demergers, in particular what the “nothing else” requirement practically means;
• Raising equity to fund franked dividends – the current status of these proposed changes;
• Returns of capital – an update on section 45B;
• Share buy-backs including implications for management equity plan arrangements;
• Payment of pre-sale franked dividends – tips and traps.

General counsel and company secretaries of listed public companies (and other disclosing entities) are tasked with helping their board ensure the company complies with its statutory obligations, including its continuous disclosure obligations. Getting it wrong can have a range of implications for the company and its officers, including suspension from ASX, an ASIC infringement notice, civil and criminal penalties, not to mention the risk of litigation and serious reputational damage.

This seminar, hosted by Gilbert + Tobin’s award winning Corporate Advisory team in conjunction with ACC Australia, will introduce in-house counsel and company secretaries to Australia’s continuous disclosure framework, and will explore a number of hotspots including:

• leaks and lost confidentiality;
• upgrades or downgrades to earnings guidance and earnings surprises;
• material exposure to ESG issues; and
• regulatory investigations or other material events potentially causing financial loss or reputational damage.

Part one of our webinar series will help in house legal teams to consider, prepare for and understand how respond to both formal offers and unsolicited approaches in relation to takeovers and mergers. This session will focus on:

• developing a takeover response strategy;
• being prepared for the critical first 48 hours;>
• being alive to continuous disclosure obligations; and
• unpacking some of the key strategies and tactics that may be deployed if necessary.