Kumarina and bidders voting in transfer schemes

Transfer schemes are an alternative means of acquiring control of a company to making a takeover bid under the provisions in Ch 6 of the Corporations Act 2001 (Cth). The recent decision Re Kumarina Resources Ltd [2013] FCA 549 overturned long-standing practice in relation to a certain type of transfer scheme. If followed, the decision would allow a “bidder” to vote at scheme meetings where the scheme consideration for the acquisition of the target shares are shares in another company, and the scheme results in a merger. But the bidder is not allowed to vote where the scheme consideration is cash. The article points out the difficulties arising from this decision and argues that it should not be followed. In providing a “no objection” statement, the Australian Securities and Investments Commission (ASIC) has created uncertainty as to the approach it will take towards the bidders being allowed to vote at scheme meetings where the scheme consideration for the acquisition of target shares are shares in another company. The article also points out that in providing the no objection statement in Kumarina, ASIC appears to have ignored breaches of s 606(1) of the Corporations Act. There is a pressing need for ASIC to clarify its position and, in particular, whether or not it will provide a no objection statement in respect of future transfer schemes where a bidder (or its parent company) votes at the scheme meeting.

Secret Millionares Club

Secret Millionaires Club is an animated series of 26 webisodes featuring Warren Buffett (CEO and largest shareholder of Berkshire Hathaway) as a secret mentor to a group of kids who learn practical life lessons during fun-filled adventures in business.

Understanding the business case for infrastructure sustainability

The relationship between corporate and sustainability performance continues to be controversial and unclear, not withstanding numerous theoretical and empirical studies. Despite this, views on corporate responsibilities “meet where management can show how voluntary social and environmental management contributes to the competitiveness and economic success of the company.” This approach is fundamental to the business case for infrastructure sustainability. It suggests that beyond-compliance activities undertaken by companies are commercially justified if they can be shown to contribute to profitability and shareholder value. Potential public good benefits range across a wide spectrum of economic (for example employment, local purchasing, reduced demand for electricity generation), social (indigenous employment and development, equity of access), and environmental (lower greenhouse gas emission, reduced use of non-renewable resources and potable water, less waste, enhanced biodiversity). Some of these benefits have impacts that lie in more than one of the economic, social, and environmental areas of public goods. Using a sustainability rating schemes and potential business benefits from sustainability initiatives, this paper presents a brief summary of an online survey of industry that identifies how rating scheme themes and business benefits relate. This allows for a case to be built demonstrating which sustainability themes offer particular business benefits.

The ethics of corporate governance: A (South)African perspective

Purpose – The purpose of this paper is to review the developments in South African corporate governance since the end of apartheid, with a view to identifying themes and points of convergence and/or divergence with other models. Design/methodology/approach – The paper presents a critical review of South African corporate governance in the context of political and economic developments. Where relevant, aspects of corporate governance theory (in particular the stakeholder and shareholder debate) are considered in the South African context. Findings – South African corporate governance can be seen to broadly follow Anglo‐American examples with the notable exception of the stakeholder approach of the two King reports. This approach emphasises the responsibilities of companies to various stakeholders and encourages stakeholder engagement as an integral element of company strategy. There has not, however, been any substantial incorporation of stakeholder interests into formal corporate governance structures such as board structure and financial reporting. Practical implications – The ongoing consideration of corporate governance developments in South Africa is important for its continued development in the country and the region. Originality/value – A review of South African corporate governance is timely given the probable release of the third King report in 2009, together with new company legislation.