Continuous disclosure

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28TH ANNUAL CONFERENCE2011
Continuous disclosure Professor Michael Adams
FCIS Breakout session D1 150pm 2.30pm 5th
December 2011
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Continuous disclosure

• This is not a lecture session, but a discussion
• Disclosure
• Periodic
• Continuous
• Legal, regulatory practical issues

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Continuous disclosure

• Corporate Law Reform Act 1994
• 5th September 1994 commencing laws
• Section 674 Corporations Act
• Rule 3.1 ASX Listing Rules
• Bill Koeck article Continuous disclosure
  Companies and Securities Law Journal November
  1995

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Continuous disclosure

• April 2002 CSA ran a symposium CD a Corporate
  Governance Fundamental
• Articles have regularly appeared in Keeping Good
  Companies
• Nov 2011 issue CSLJ by Jason Harris Suzanne
  Webbey Personal Liability for corporate
  disclosure problems

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Continuous disclosure

• Is there any more to be discussed about the
  issues of LR 3.1 and s674?
• November 2011 release of ASIC Market Assessment
  Report of ASX
• Nine agreed actions
• Action 6 approach to discussing and recording
  continuous disclosure matters
• Action 7 approach to listing rule exceptions

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Continuous disclosure

• 29 Nov 2011 AFR reports Belinda Gibson, ASIC
  deputy chair states
• Evidence issues around referrals
• There might be a scrap of loose paper, nothing
  more than that
• ASX is in charge of monitoring continuous
  disclosure

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CD - Questions

• Should all conversations be recorded by ASX
  officers?
• Do the current carve-outs work?
• How do international (multi-exchange) companies
  cope?
• Problems with class actions and timing of
  disclosure?

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Continuous disclosure

• Current litigation in HCA in 2011
• James Hardie litigation
• FMG Andrew Forrest litigation
• Civil and criminal matters distinguish
• Direct and indirect liability distinguish
• ASIC v Maxwell (2006)
• ASIC v Narain Citrofresh (2008)

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