Thursday, December 5, 2019
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Questions: 1.Provide a summary, in your own words, of Corporations Act s708 in relation to disclosure documents. Why in your opinion would a disclosure document not be required in the circumstances outlined under s708. 2.Provide details of what the general and specific content requirements are for a prospectus. Also provide details of what defences preparers of prospectuses may be able to utilise in relation to defective content. 3.Provide details of what insider trading is. Why is it prohibited? What is inside information? What are the exemptions 4.Provide a summary (in your own words) of the takeover process, include details of parties, documents and timeframes. Answers: 1.Section 708a provides that this section is applicable to an offer relating to sale of the securities if the subsection (5), (11) or (12), would be required by the subsection 707 (3) for the sale offer relating to the disclosure to the investors under this part (Corkery et al. 2017). Section 708a applies that the securities were not issued by the corporate body with the objective that is referred in subparagraph 707 (3) (b). An important consideration under section 708 (a) defines that the subsection (2) was not in force concerning the body throughout the time when the relevant securities were issued. Conversely an exempted offer is not required for disclosure under the section 708 CA. The transactions that are excluded from the requirements relating to the disclosure documents made under the section 708 falls inside two categories. The primary category is where the investors are considered to be in need of protection (Buchan et al. 2017). The second category represents a circumstances where concession is provided to the enterprises that are wishing to raise small sum of funds. The exemption identifies the prohibitive cost of requiring disclosure for fund raising of small scale in nature. The exemptions are as follows; Exemptions of small scale Exemption to investors of sophisticated nature Exemption to investors of professional type Exemption to the existing holder The exemptions of debenture The exemption relating to no considerations The exemptions of public bodies and public authorities 2.Under section 709 of the CA, Prospectus can be defined as the standard disclosure document. The precise necessities concerning the content of the prospectus is laid down in the section 710-716 of the CA. A general disclosure obligations has been defined under section 710 that needs disclosure relating to all the information which the investors and their advisors would need and reasonably anticipate to discover (Crain et al. 2017). Commercial firms are not provided with the checklist of following in order to make up for the prospectus but they are required to adopt information in order to meet the perceived needs of the investors. A prospectus relating to the listed securities is only needed to contain information regarding the transactions and other material information that is not disclosed to the market in earlier circumstances (Danilov 2016). An offer information statement can be used where the amount of money to be raised is lower than $5 million. The disclosure obligations are restricted to specific information required under section 715. Section 710 states that no general disclosure obligations are applicable. The details of the Defences preparers of the prospectus might be able to use in regard to the defective content are as follows; To the extent the availability of the due diligence to any party incurring liability in relation to the defective prospectus Must be made available any of the party who might incur the liability relating to the defective prospectus and the defences must be available against both the civil and criminal liability. Lowering the probability of the defective prospectus is issued 3.Insider trading can be defined as the public company stock or the securities by the individuals with the access to the non-public information regarding the company. In most of the countries there are some kind of trading relating to the inside information is considered to be illegal and it is prohibited (Langevoort 2014). This is due to the fact that the it is observed as unfair to the other investors that does not have access to the information since the investors with insider information might potentially make huge amount of profits which cannot be made by the typical investors. As claimed by numerous authors it has been stated that illegal insider trading increases the cost of capital for securities issuers that ultimately reduces the overall economic expansion. Insider information can be defined as the non-public detail concerning the plans or the conditions of a company that trades publicly in order to offer financial advantage when they are used to purchase or sell the shares of the stock of the company (Denis et al. 2013). insider information is generally gained by an individual that is working within or close to the listed company. The exemptions of insider information are as follows; Exemptions from the market abuse that prohibitions regarding the buyback and the stabilization programmes Exemptions relating to transactions that is based on the agreements or plans prior to becoming aware of the material information. In relation to the tender offer made by the bidder transactions that are entered by the bidder by acting in pursuant to the issuers request for completing bids is exempted from the regulations of the insider trading. 4.Takeover can be defined as the procedure where an acquirer takes over the control of the management of a targeted organization that acquires a substantial quantity of shares or the rights of voting of such company. Prior to making any public announcement of the offer the acquirer is under obligations of appointing the merchant banker holding the certificate of the registration that is granted by the board that is not the associate of the group of the acquirer or the target firm (Peng et al. 2016). The documents that are involved in the takeover procedure are as follows; Memorandum of understanding Balance sheet as per the cut-off date Certificate of no objection in respect of the articles of association Board meeting minutes Transfer forms Final agreement Concerning the timing of the acquisition the acquirer is required to make public announcement of the acquisition within the four working days in an agreement to acquire the shares, voting rights of the target company after any form of changes that would lead to the change in the control of the targeted company (Lim et al. 2016). Reference List: Buchan, Jenny, Lorelle Frazer, Scott Weaven, Binh Tran?Nam, and Anthony Grace. "The Adequacy of Pre?purchase Due Diligence in Independent Small Business and Franchising."Australian Accounting Review(2017). Corkery, Jim, Maiken Mikalsen, and Katie Allan.Corporate social responsibility: The good corporation. Centre for Commercial Law, 2017. Crain, Nicholas, Robert Parrino, and Raji Srinivasan.Uncertainty, prospectus content, and price updates prior to initial public offerings. Working Paper, 2016. Danilov, Andrej. "Initial Public Offering: The EU Prospectus Regime." (2016). Denis, David J., and Jin Xu. "Insider trading restrictions and top executive compensation."Journal of Accounting and Economics56, no. 1 (2013): 91-112. Langevoort, Donald C. "Insider Trading: Regulation, Enforcement, and Prevention, app."D, SEC's Proposed Insider Trading Bill A16 (2014). Lim, Mi-Hee, and Ji-Hwan Lee. "The effects of industry relatedness and takeover motives on cross-border acquisition completion."Journal of Business Research69, no. 11 (2016): 4787-4792. Peng, Xingchun, and Wenyuan Wang. "Optimal investment and risk control for an insurer under inside information."Insurance: Mathematics and Economics69 (2016): 104-116.
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