A review of Deeds of Company Arrangement

Deeds of company arrangement ('DOCAs') under Part 5.3A of the Corporations Act appear be something of a limited success. However, the use and outcomes of DOCAs raise legitimate questions as to whether the level of returns currently being achieved for creditors might be improved by legislative reform. The 2013 ARITA Terry Taylor Scholarship project entailed a review of a random sample of executed DOCAs effectuated between 1 August 2012 and 31 July 2013. This review was undertaken with the intention of producing a ‘snapshot’ of current trends and outcomes of the use of DOCAs in practice – ie, average (or typical) rates of dividends paid, what DOCAs customarily achieve, the profile of the companies executing DOCAs and the average duration of DOCAs. The purpose of this review was to empirically assess the use and effectiveness of DOCAs in order to inform the ongoing debate about the success or otherwise of Australia’s Part 5.3A voluntary administration regime (which recently marked its 20 year anniversary).

A sample review of Deeds of Company Arrangement under Part 5.3A of the Corporations Act

An empirical review of the operation of Part 5.3A of the Corporations Act 2001 (Cth) is timely given that Australia’s corporate rescue regime marked its 20 year anniversary in 2013. The research project culminating in this report was funded by the 2013 ARITA Terry Taylor Scholarship and entailed a review of a random sample of 72 executed DOCAs (and associated reports and returns) which were effectuated between 1 August 2012 and 31 July 2013. This sample review of DOCAs was undertaken with the intention of producing a ‘snapshot’ of current practices and trends pertaining to DOCAs – ie, average (or typical) rate of dividends paid, the outcomes or goals which DOCAs customarily achieve (eg, genuine company rescues, workouts, enhanced asset realisations or ‘quasi-liquidations’), the profile of the companies executing DOCAs and the average term/duration of DOCAs. The purpose and value of this sample review was to empirically assess the use and effectiveness of one important aspect of Part 5.3A and to further inform consideration and debate as to whether changes are warranted to Australia’s voluntary administration regime.

Pharmaceutical company influences on medication prescribing and their potential impact on quality use of medicines

Background Pharmaceuticals are big business, reporting strong market growth year after year. The ‘gatekeepers’ of this market are prescribers of medicines, who are the major target of pharmaceutical companies, utilizing direct and indirect influences. Methods This paper draws on previous research investigating pharmaceutical company prescribing influences to develop a qualitative model demonstrating the synergism between commercial influences on prescribing. The generic model was used to explore a realistic but hypothetical scenario to ascertain the applicability of the model. Results and Discussion A generic influence model was developed. The model was readily able to be adapted to reflect a realistic practice scenario. Conclusion Prescriber awareness of the linkages between various seemingly separate marketing techniques could potentially improve medicines usage in an evidence-based practice paradigm.

Managing climate change ‘by the numbers’ in a UK energy company

This paper examines how ideas and practices of accounting come together in turning the abstract concept of climate change into a new non-financial performance measure in a large energy company in the UK. It develops the notion of ‘governmental management’ to explain how the firm’s carbon dioxide emissions were transformed into a new organisational object that could be made quantifiable, measureable and ultimately manageable because of the modern power of accounting in tying disciplinary subjectivities and objectivities together whilst operating simultaneously at the level of individual and the organisation. Examining these interrelations highlights the constitutive nature of accounting in creating not just new categories for accounting’s attention, but in turn new organisational knowledge and knowledge experts in the making up accounting for climate change. Significantly, it appears these new knowledge experts are no longer accountants: which may help explain accounting’s evolution into evermore spheres of influence as we increasingly choose to manage our world ‘by the numbers’.

How should regulators deal with entrenched company executives?

The regulatory framework for corporate governance, both in Australia and internationally, shifts between rules based regimes and principles based approach. The rules based regimes are typified by legislation that imposes mandated compliance based rules, such as the Sarbanes Oxley Act. Other regimes, such as Australia’s CLERP 9 and the ASX Corporate Governance Council’s principles, have opted for a disclosure approach. This paper examines these approaches in the context of the non-binding vote rule, which arguably combines aspects of both. The study’s methodology empirically considers evidence relating to actual voting patterns as well as case study examples of the non-binding vote’s effectiveness. Significantly, our analyses show that from its inception, the non-binding vote was effective in motivating management to change the remuneration package to one they perceived as more acceptable to shareholders and that the non-binding vote is an effective regime to manage CEO remuneration (and by extension) executive remuneration.

Changing the company name : a model for identity change through communication

In an ever evolving business landscape, change is an ever present part of any organisation’s lifecycle. This thesis presents communication as a fundamental element of effective change management. Drawing from the existing change communication literature and two case studies, this thesis examines how organisations utilise strategic change communication to manage identity change. As a result this study presents a conceptual model that outlines a process of change communication strategy and implementation. This model is offered as a step toward connecting important scholarship into a more comprehensive portrait of change communication during identity change than so far has been available.

Role Ambiguity and conflicts: A study of company secretaries and two-tier boards in the Netherlands

Recent research suggests that company secretaries are increasingly involved in governance responsibilities in addition to traditional administrative tasks. Little is known in the literature, however, about company secretaries' changing governance role, and their daily challenges in liaising with boards and other stakeholders. In addition, few studies have been able to gain access to learn firsthand how company secretaries operate. This exploratory study fills this void by gaining access to the opinions of about one hundred company secretaries in the Netherlands who operate in the two-tier board system. Our findings indicate that company secretaries significantly influence an organisation's governance framework, while they face a number of practical challenges with directors, employees and management in fulfilling their diverse roles and responsibilities.

Integrated reporting and directors’ concerns about personal liability exposure: Law reform options

Integrated reporting () holds significant promise as a new reporting paradigm that is holistic, strategic, responsive, material, and relevant across multiple time frames. However, its uptake in Australia is being hampered by directors’ concerns about personal liability exposure, particularly for forward-looking statements that subsequently prove to be unfounded. This article seeks to illuminate the bases for these liability concerns by outlining the similarities between and the operating and financial review requirements under the Corporations Act 2001 (Cth), and the relevant grounds for liability for misleading and deceptive disclosures, and breach of directors’ duties. In light of this discussion, this article proposes four possible reform options, ranging from minor adaptations to the Framework to far-reaching reforms of the Corporations Act. As assurance is desirable to ensure that reliance can be placed on integrated reports, the development of a legal safe harbour for auditors of forward-looking information is also canvassed.

Owning omega-3: Monsanto and the invention of meat

In August of 2010, Anna Salleh of the Science Unit of the Australian Broadcasting Corporation broke a story about Monsanto seeking to patent the enhancement of meat, including omega-3 fatty acids: ‘Enhanced port is sparking debate over the ethics of placing patents on food. Patent applications covering the enhancement of meat, including pork with omega-3 fatty acids, are stimulating debate over the ethics and legalities of claiming intellectual property over food. Monsanto has filed patents that cover the feeding of animals soybeans, which have been genetically modified by the company to contain stearidonic acid (SDA), a plant-derived omega-3 fatty acid... Omega-3s have been linked to improved cardiovascular health and there are many companies engineering them into foodstuffs. But the new patent applications have touched a raw nerve among those who see them as an attempt by the company to exert control over the food chain.’ This article providers a critical evaluation of the controversy of Monsanto’s patent applications, and the larger issues over patenting food. It first considers the patent portfolio of Monsanto; the nature of the patent claims; and the examination of the claims by patent examiners. Second, it examines the withdrawal and revision of the patent claims by Monsanto in the wake of criticism by patent authorities and the public disquiet over the controversial application. Third, this article considers the larger policy issues raised by Monsanto’s patent applications – including the patenting of plants, animals, and foodstuffs. There is also a consideration of the impact of patents upon the administration of health-care, competition, and research.

Ruumiillinen esine, materiaalinen suku : Tutkimus Pyhä Anna itse kolmantena -aiheisista keskiajan puuveistoksista Suomessa

Embobied Object, Material Family. Late-Medieval Wood Sculptures Depicting Saint Anne with the Virgin and Child in Finland Saint Anne, the mother of the Virgin Mary, was one of the most popular saints in Western Europe in the late Middle Ages. She was often depicted with two other figures, the Virgin and the Christ Child (Anna Selbdritt). The dissertation examines the polychrome wood sculptures showing this motif, with a special focus on those remaining in Finland. It investigates the meanings these sculptures had to their observers in the fifteenth-century Finland. The study sheds light to important material heritage which is little known and offers new insights into the cult and imagery of the holy grandmother. Methodologically the study is based on iconology and post-formalist art history, and it appropriates concepts such as spatiality, sanctity, corporeality, and gender. Taking a comparative approach it knits together larger tendencies and local people and incidents. By conflating methodological domains it renews the ways how fragmentary wood sculptures, lacking documentary written sources, can be contextually interpreted and comprehended. The sculptures are analyzed from three angles. Firstly, the study explores the sculptures by focusing on their materiality and facture, which is to consider them as records of their own making. The analysis provides new information concerning the quantity, location, and current condition of the sculptures and it also elucidates problems regarding attribution, dating, display, and craftsmanship. The book presents the results of the empirical study of 45 Saint Anne groups; these works are individually described in the large Appendix. Secondly, the works are contextualized to the specific historical conditions in which they were observed. The study discusses closely the circumstances in the Turku Cathedral around the shrine of Saint Anne, the popular belief, and the piety of individual persons. The sculptures, deemed as the embodiments of the holy characters, interacted with the devotees. Thirdly, the works are examined within the wider theological and ideological currents of the era centered on the body and Incarnation. Saint Anne with the Virgin and Child motif demonstrated the Carnal Trinity, the motherly side of the Holy Trinity. The dissertation argues that Saint Anne was interpreted as the female counterpart or, in a mythical sense, wife of God. Furthermore, the Child s implicit, simultaneous presence as a suffering or dead man imbues the sculptures with a sense of the Passion, thus associating them with the pietà and the Mater dolorosa motifs. The naked Christ Child underlines him as the offering and, eventually, the Eucharistic wafer. The study suggests that the sculptures mediate continuity and the bloodline between the generations by the intertwined and repeated gestures, clothing and positions of the portrayed figures. Regardless of the ostensible homeliness of the sculptures, so readily reiterated by earlier scholars, these sculptures represented creation and birth through the carnal yet holy mothers.

War and Revolution in St. Petersburg : Modernist Links in the Poetry of Edith Södergran and Anna Andreevna Akhmatova

Important modernists in their own countries, Anna Akhmatova and Edith Södergran are compared in this dissertation as poets whose poetry reflects the climactic events of the early twentieth century in Finland and Russia. A comparatist, biographical and historical approach is used to uncover the circumstances surrounding these events. First the poets’ early works are reviewed and their contemporaries are mentioned to provide a poetic context. Then a brief review of Finnish and Russian history situates them historically. Next, the rich literary diversity of St. Petersburg’s Silver Age is presented and the work of the poets is viewed in context before their poetry is compared, as the First World War, October Revolution and subsequent Finnish Civil War impact their writing. While biography is not the primary focus, it becomes important as inevitably the writers’ lives are changed by cataclysmic events and the textual analysis of the poems in Swedish, Russian and English shows the impact of war on their poetry. These two poets have not been compared before in a critical review in English and this work contributes to needed work in English. They share certain common modernist traits: attention to the word, an intimate, unconventional voice, and a concern with audience. In addition, they both reject formal traditions while they adopt new forms and use modern, outside influences such as art, architecture and philosophy as subject matter and a lens through which to focus their poetry. While it may seem that Anna Akhmatova was the most socially aware poet, because of the censorship she endured under Stalin, my research has revealed that actually Edith Södergran showed the most social consciousness. Thus, a contrast of the poets’ themes reveals these differences in their approaches. Both poets articulated a vibrant response to war and revolution becoming modernists in the process. In their final works created in the years before their deaths, they reveal the solace they found in nature as well as final mentions of the violent events of their youth. Keywords: St. Petersburg, Modernism, Symbolism, Acmeism, Silver Age, Finland-Swedish literature