Mr ANDREN (1:17 PM) —I hope not to take too much time. I just want to make the point before I start that I will work my way through the suggested amendments by the opposition, some of which I support, others I do not. It does highlight the fact that taking the Corporate Law Economic Reform Program Bill 1998 as a whole does preclude me from taking a vote on this issue, unless I insisted on taking it clause by clause, which I do not want to do.

Mr Hockey —You can.

Mr ANDREN —Again, I am interested in whatever amendments are drafted by the government in the Senate. Looking at the opposition's amendments on the mandatory bid rule, I agreed with their position on that. I am not convinced by the Minister for Financial Services and Regulation that the greenmailers are as significant as the minister has indicated, and I look forward, though, to whatever amendments he comes forward with.

In relation to compulsory acquisition—sections 661A, 664A and 667A—I welcome the government's proposed amendments, but the end result is still confiscation. Therefore, I support the opposition's amendments on that. The government has indicated support for the recommendations of the report relating to the takeover panel, and that is encouraging as well. I note that, in the minister's press statement today, the government again has indicated amendments to sections 706, 707 and 708, relating to fundraising, and I am satisfied that it will handle that concern. In relation to the duty of care and diligence and business judgment rules, which the opposition opposes, I see no real problems with the government's thrust here and would not oppose them.

I turn now to the good faith civil obligations and use of position and use of information. It is interesting to see that the need to review business judgments in certain situations was stated by Bowen in Hutton v. West Cork Railway way back in 1883. Hence, under the honest lunatic test, if a decision is shown to be one which no reasonable board could consider to be within the interests of the company, the making of the decision will be a breach of duty. Hence, the law has recognised that a director may act honestly but not in the best interests of a company. Also, I checked the legal definition of `good faith' in Butterworths Australian Legal Dictionary, and it means propriety or honesty. So I think we are playing with semantics here, and I would not be supporting that.

The opposition chooses to oppose new section 189 which deals with reliance on advice. It seems the government's proposals again are reasonable, and I would not be opposing those. I understand the government intends moving amendments in the statutory derivative action area too. In relation to the accounting standards, it is interesting that the report from the committee said:

The evidence presented to the Committee strongly suggests that international accounting standards have not yet been developed to the point where their automatic adoption in Australia would necessarily enhance the standard of financial reporting by Australian companies, or improve the ability of Australian companies to access major overseas capital markets.

I would be tempted to support the opposition's moves on that. I look forward again to the Ralph review on the capital gains tax rollover relief but, again, it needs to be attended to and, again, we are talking about compulsory acquisition, and I have grave reservations about that per se. The other government amendments are also foreshadowed which enhance the bill's protection of investors, and I commend the government on that score. I just wanted to record my comments on those suggested amendments, and I will not be recording a vote.