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The corporate law reform agenda



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The Corporate Law Reform Agenda

The Hon. M ichael D uffy MP Attorney-G eneral

Speech to the Queensland Division of the A ustralian Institute of

INTRODUCTION

DURING THE COURSE OF THIS YEAR, EVE SPOKEN TO MEETINGS

CONVENED BY THE AUSTRALIAN INSTITUTE OF COMPANY

DIRECTORS ON A NUMBER OF OCCASIONS. I'M GRATEFUL FOR

THE OPPORTUNITY TO SPEAK WITH THE QUEENSLAND

DIVISION TODAY ABOUT THE GOVERNMENT'S CORPORATE

LAW REFORM PROGRAM.

BUT BEFORE I TALK TO YOU ABOUT RECENT DEVELOPMENTS IN

THE PROGRAM, I'D LIKE TO TELL YOU A LITTLE BIT ABOUT THE

PROCESS OF CORPORATE LAW REFORM, AND THE NEED (W HICH

I HAVE ALWAYS EMPHASISED) TO ENSURE THAT THE BUSINESS

AND PROFESSIONAL COMMUNITY IS FULLY INVOLVED IN THAT

PROCESS. I PARTICULARLY WANT TO TALK ABOUT HOW THIS

PROCESS IS YIELDING DIVIDENDS IN RELATION TO TWO BILLS

THAT ARE CURRENTLY AT THE FOREFRONT OF THE

CORPORATE LAW REFORM AGENDA - BEING THE CORPORATE

LAW REFORM BILL AND THE PROPOSED "CONTINUOUS

DISCLOSURE" BILL.

Com pany Directors

2 October 1992

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IN THE CASE OF BOTH THESE BILLS, THE PROCESS OF

CONSULTATION BEGAN EARLY. MOST OF THE REFORMS DEALT

WITH IN THE BILLS HAD THEIR ORIGIN IN REPORTS BY EXPERT

LAW REFORM BODIES, W HICH THEMSELVES FOLLOWED

EXTENSIVE COMMUNITY CONSULTATION. IN RESPECT OF THE

INSOLVENCY LAW REFORMS WHICH MAKE UP THE BULK OF

THE CORPORATE LAW REFORM BILL, FOR EXAMPLE, THE

CONSULTATION PROCESS BEGAN WITH THE PUBLICATION OF

AN ISSUES PAPER ALMOST A DECADE AGO.

IMPLEMENTING A REPORT REQUIRES CONTINUING

CONSULTATION. IN THE CASE OF THE CURRENT LAW REFORM

BILLS, THIS STARTED WITH MY DEPARTMENT RELEASING

DISCUSSION PAPERS AND MEETING WITH EXPERTS AND PEAK

BODIES, BEFORE DETAILED POLICY PROPOSALS WERE PUT TO

GOVERNMENT. EVEN AFTER CABINET CONSIDERATION,

CONSULTATION HAS CONTINUED AS THE BILLS ARE

DEVELOPED.

IN THE CASE OF THE CORPORATE LAW REFORM BILL (AND A

VERY SIMILAR PROCESS WILL BE FOLLOWED WITH THE SECOND

BILL), RELEASE OF THE BILL STARTED A THREE-MONTH PERIOD

OF PUBLIC EXPOSURE. ABOUT 200 SUBMISSIONS WERE

RECEIVED ON THE BILL, TOTALLING OVER 2,000 PAGES.

FURTHER CONSULTATIONS TOOK PLACE DURING THE

EXPOSURE PERIOD. FORUMS OR HEARINGS ON THE BILL WERE

HELD, EITHER BY MY DEPARTMENT OR BY THE JOINT

PARLIAMENTARY COMMITTEE FOR CORPORATIONS AND

SECURITIES, IN EVERY STATE CAPITAL.

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THIS CONSULTATION PROCESS HAS LED TO THE BILL BEING

REFINED AND BECOMING BETTER FOCUSSED ON ITS KEY

OBJECTIVES. IT IS MY INTENTION TO HAVE THIS BILL PASSED

THIS YEAR.

DUTY OF CARE

DUTY OF CARE REFORMS HAVE PROVED TO BE ONE OF THE

MOST DIFFICULT ISSUES IN THE CORPORATE LAW REFORM BILL.

IT IS ANOTHER AREA WHERE THE IMPORTANCE OF

CONSULTATION HAS BEEN BORNE OUT. EARLY THIS YEAR, THE

ISSUE GENERATED A GREAT DEAL OF HEAT (AND A GREAT

DEAL LESS LIGHT). DESPITE THIS, HOWEVER, WHEN I SAT

DOWN TO TALK THROUGH THE ISSUES WITH REPRESENTATIVES

OF THE BUSINESS COUNCIL AND THE INSTITUTE, WHAT WAS

STRIKING WAS THE AMOUNT OF AGREEMENT BETWEEN THE

OBJECTIVES OF THE GOVERNMENT A ND THOSE OF BUSINESS. IT

WAS JUST A MATTER OF FINDING A MUTUALLY SATISFACTORY

FORM OF WORDS.

THE DETAILS OF RESULTING CHANGES TO THE DRAFTING OF

THE PROPOSED DUTY OF CARE HAVE ALREADY BEEN WIDELY

PUBLICISED, AND I'M NOT GOING TO TROUBLE YOU WITH THE

TEXT OF PARTICULAR SUBSECTIONS. SUFFICE TO SAY, THE

REVISED PROVISION MAINTAINS TFTE ENDORSEMENT OF A

MORE OBJECTIVE TEST, AS RECOMMENDED BY THE SENATE

STANDING COMMITTEE ON LEGAL AND CONSTITUTIONAL

AFFAIRS AND AS ARTICULATED IN RECENT AUSTRALIAN

CASES, WHILE AT THE SAME TIME ENSURING THAT OUR

COURTS HAVE COMPLETE FREEDOM TO TAKE INTO ACCOUNT

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THE POSITION OF THE PARTICULAR DIRECTOR IN APPLYING

THAT TEST.

THE GOVERNMENT WILL ALSO SPELL OUT THE BASIC PRINCIPLE

THAT THE COURTS SHOULD NOT APPLY '20-20 HINDSIGHT' TO

THE DECISIONS OF DIRECTORS. PROVIDED DECISIONS ARE

CAREFULLY AND PROPERLY MADE AT THE TIME, O N THE BASIS

OF THE INFORMATION AVAILABLE AT THAT TIME, THE FACT

THAT THEY MAY TURN OUT TO BE COMMERCIALLY

ILL-ADVISED MUST NOT BE ALLOWED TO MAKE THE DIRECTOR

LIABLE FOR ANY LOSSES.

RELATED PARTY TRANSACTIONS

ONE OF THE KEY AREAS IN THAT BILL IS THE PART THAT DEALS

WITH RELATED PARTY TRANSACTIONS, SUCH AS LOANS TO

DIRECTORS. THESE PROVISIONS ILLUSTRATE AS WELL AS ANY

THE GOVERNMENT'S DETERMINATION, IN DEVELOPING

CORPORATE LAW REFORMS, TO LISTEN TO A ND ACT UPON THE

CONCERNS OF BUSINESS.

THE ORIGINAL PROVISIONS IN THE BILL ON THIS TOPIC WERE

CRITICISED AS BEING TOO COMPLEX AND INVOLVING UNDUE

COMPLIANCE COSTS. IN APRIL, IN RESPONSE TO THOSE

CONCERNS, I ESTABLISHED A WORKING PARTY TO REVIEW THE

PROVISIONS. THE WORKING PARTY'S BRIEF WAS TO TAKE INTO

ACCOUNT ALL THE COMMENTS WHICH HAD BEEN MADE ON

THE EARLIER DRAFT AND TO SIMPLIFY THE PROVISIONS. AT

THE SAME TIME, THE WORKING PARTY WAS TO RETAIN THE

UNDERLYING POLICY OF REQUIRING SHAREHOLDER

APPROVAL FOR UNCOMMERCIAL TRANSACTIONS BETWEEN A

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COMPANY AND THOSE WHO ARE ABLE TO CAUSE THE

COMPANY TO ENTER INTO SUCH TRANSACTIONS.

IN REDRAFTING THE PROVISIONS, THE WORKING PARTY

CONSULTED WITH KEY EXPERTS IN THE FIELD. IT RECENTLY

RELEASED PUBLICLY A SET OF DRAFT PROVISIONS.

AT THIS STAGE, I MUST PAUSE TO EXPRESS DISAPPOINTMENT

ABOUT THE WAY IN WHICH THE INSTITUTE REACTED TO THAT

PUBLIC RELEASE. I PICKED UP THE NEWSPAPER LAST FRIDAY

TO READ THAT THE INSTITUTE H AD WHAT WERE CALLED

"SERIOUS CONCERNS" ABOUT THE DRAFT PROVISIONS. THE

INSTITUE SOUGHT A MEETING WITH THE MEMBERS OF THE

WORKING PARTY "AS A MATTER OF URGENCY".

THE WORKING PARTY INCLUDES PEOPLE LIKE DAVID

CRAWFORD AND THE OTHER MEMBERS OF THE PRIVATE

SECTOR, WHO ARE BUSY MEN, AND A TIME FOR A MEETING

WAS ARRANGED, FOR LAST TUESDAY, ONLY WITH SOME

DIFFICULTY. BUT THE INSTITUTE'S REPRESENTATIVES, W HO

HAD SOUGHT A MEETING "AS A MATTER OF URGENCY", WERE

NOT READY FOR A MEETING, AS THEY HAD NOT YET

FORMULATED A FINAL POSITION. THEY ULTIMATELY DID NOT

ATTEND THE MEETING (THOUGH IT DID PROCEED WITH

REPRESENTATIVES OF THE BUSINESS COUNCIL, AND I

UNDERSTAND THAT IT WAS A VERY PRODUCTIVE ONE).

CORRESPONDING BY PRESS RELEASE, AND BEING UNABLE TO

BACK UP PUBLIC CLAIMS OF PROBLEMS, ARE TWO VERY GOOD

WAYS NOT TO ENGAGE IN THE KIND OF CONSTRUCTIVE

CONSULTATION THAT I AM LOOKING FOR.

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I BELIEVE THAT BUSINESS HAS BEEN GIVEN A GREATER

OPPORTUNITY TO MAKE AN INPUT INTO CORPORATE

LEGISLATION OVER THE LAST YEAR OR SO THAN IT HAS EVER

BEEN GIVEN IN ANY FIELD OF GOVERNMENT ACTIVITY. IN

SOME AREAS, THIS HAS YIELDED TREMENDOUS DIVIDENDS.

BUT IT HAS TO BE A TWO-WAY STREET. AND IT IS UP TO YOU,

THE MEMBERS OF THE INSTITUTE, TO KEEP THE INSTITUTE

FOCUSSED ON SOLID OUTCOMES AND AWAY FROM CHEAP

PUBLICITY.

I THINK ALL PARTIES AGREE THAT THE RE-DRAFTED

PROVISIONS ON RELATED PARTY TRANSACTIONS ARE A MAJOR

IMPROVEMENT ON THE EARLIER DRAFT. PERHAPS THEY WILL

BE CAPABLE OF FURTHER IMPROVEMENT BEFORE THE

WORKING PARTY REPORTS TO ME.

BUT I THINK IT WOULD BE WRONG AND I DO NOT INTEND TO

HOLD OFF FROM ENACTING THE PROVISIONS UNTIL THEY CAN

BE GUARANTEED PERFECT, OR UNTIL EVERYBODY AGREES

WITH EVERY DETAIL OF THEM. THE PROCESS OF GOOD LAW

REFORM DOES NOT REQUIRE PERFECTION OR CONSENSUS ON

MATTERS OF DETAIL, BUT RATHER INVOLVES TALKING WITH

ALL THE PARTIES UNTIL ALL THE MAJOR ISSUES ARE

ADDRESSED AND UNDERSTOOD, AND THEN ACTING WITH

RESOLUTION TO PUT PROPER LAWS IN PLACE.

THE TIME HAS COME TO STOP TALKING ABOUT RELATED PARTY

TRANSACTIONS AND TO WRITE THE RESULTS OF THE TALKING

INTO LAW AND THAT IS WHAT I INTEND TO DO.

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THE SECOND BILL

I WOULD NOW LIKE TO TURN TO THE SECOND BILL ON THE

CURRENT AGENDA, WHICH WILL DEAL WITH THE PROPOSED

REGIME FOR ENHANCED CORPORATE DISCLOSURE AND

DIRECTORS' INSURANCE.

CONTINUOUS DISCLOSURE

I ANNOUNCED IN JULY THAT THE GOVERNMENT PROPOSED TO

INTRODUCE LEGISLATION IN THE CURRENT PARLIAMENTARY

SITTINGS TO IMPLEMENT AN ENHANCED CORPORATE

DISCLOSURE REGIME. DRAFTING OF THE LEGISLATION HAS

NOW COMMENCED. FOLLOWING ITS INTRODUCTION,

HOPEFULLY NEXT MONTH, DEBATE ON THE BILL WILL BE

DEFERRED FOR 3 MONTHS TO ENABLE PUBLIC COMMENT ON

THE DETAILED PROVISIONS.

THERE ARE 3 MAJOR ELEMENTS TO THE PROPOSED

LEGISLATION, WHICH WILL APPLY ESSENTIALLY TO ENTITIES

WHICH ARE OF INTEREST TO THE INVESTING PUBLIC BECAUSE

THEIR SECURITIES ARE OFFERED OR TRADED IN THE

MARKETPLACE:

(1) THERE WILL BE A NEW STATUTORY REQUIREMENT FOR

HALF YEARLY REPORTS BY THOSE ENTITIES;

(2) THERE WILL BE A REQUIREMENT FOR ONGOING

DISCLOSURE OF SIGNIFICANT MATTERS CONCERNING THE

POSITION OF THE ENTITY; AND

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(3) THERE WILL BE STREAMLINING OF THE PROSPECTUS

PROVISIONS FOR ENTITIES W HICH ARE SUBJECT TO THE

ENHANCED DISCLOSURE REQUIREMENTS.

SINCE THE RELEASE IN SEPTEMBER LAST YEAR OF THE REPORT

ON THIS TOPIC BY THE COMPANIES AND SECURITIES ADVISORY

COMMITTEE (WHICH RECOMMENDED THE INTRODUCTION OF

LEGISLATION), AND FOLLOWING EXTENSIVE CONSULTATION

WITH BUSINESS AND THE PROFESSIONS, A NUMBER OF MAJOR

MODIFICATIONS HAVE BEEN MADE TO THE SCHEME, DESIGNED

BOTH TO REDUCE THE NUMBER OF ENTITIES W HICH WILL BE

COVERED AND ALSO TO REFORMULATE THE OBLIGATIONS IN A

LESS ONEROUS AND A MORE COST EFFECTIVE MANNER.

AS PART OF THE CONSULTATIVE PROCESS, MY DEPARTMENT

RELEASED 4 ISSUES PAPERS, DESIGNED TO ELICIT COMMENT ON

THE WIDE RANGE OF ISSUES W HICH AROSE IN THE COURSE OF

PREPARING THE LEGISLATION.

IN MY VIEW, THE BILL WILL RESULT IN A MAJOR ADVANCE IN

CORPORATE REGULATION. ΓΓ WILL RESULT IN ENHANCED

CORPORATE DISCLOSURE BY PROVIDING A ROLE FOR THE ASC

IN ENFORCING THE LEGISLATIVE OBLIGATIONS. IT WILL ALSO

INCREASE THE INCENTIVE ON ENTITIES TO ENSURE THEY

COMPLY BY PROVIDING FOR CIVIL REMEDIES FOR INVESTORS

WHO SUFFER A LOSS AS A RESULT OF A FAILURE TO COMPLY.

DIRECTORS WILL ALSO BEAR SOME OF THE RESPONSIBILITY.

THIS MAY OCCUR BECAUSE THE DIRECTORS' ACTIONS

CONSTITUTE A BREACH OF DUTY TO THE CORPORATION FOR

W HICH THEY ARE PERSONALLY LIABLE (TO THE CORPORATION)

UNDER THE EXISTING PROVISIONS OF THE CORPORATIONS

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LAW. IN THE MORE SERIOUS CASES INVOLVING A DIRECTOR'S

FAILURE TO COMPLY, PERSONAL LIABILITY MAY EXTEND

DIRECTLY TO COMPENSATING INVESTORS WHO HAVE

SUFFERED A LOSS.

HOWEVER, THE CONTINUOUS DISCLOSURE REQUIREMENTS

WILL BE DRAWN AS FAR AS POSSIBLE SO AS TO BE CONSISTENT

WITH THE EXISTING REQUIREMENTS OF THE STOCK EXCHANGE.

THOSE COMPANIES W HICH ARE PRESENTLY COMPLYING WITH

THE STOCK EXCHANGE RULES NEED NOT THEREFORE INCUR

SIGNIFICANT COSTS IN COMPLYING WITH THE LEGISLATIVE

REGIME.

I SHOULD MENTION TWO IMPORTANT ELEMENTS OF THE NEW

REGIME WHICH INDICATE HOW IT WILL OPERATE IN A

MANNER WHICH IS CONSISTENT WITH REASONABLE

COMMERCIAL PRACTICE.

THE FIRST CONCERNS THE DISCLOSURE TEST W HICH WILL

DETERMINE WHAT CHANGES OR NEW MATTERS HAVE TO BE

DISCLOSED. I ANNOUNCED LAST MAY THAT THE TEST TO BE

ADOPTED WOULD NOT INVOLVE DUE DILIGENCE OF THE KIND

APPROPRIATE FOR PROSPECTUSES IN A ONE OFF FUNDRAISING

EXERCISE.

A NUMBER OF DIFFERENT TESTS DESIGNED TO IDENTIFY

MATERIAL OR SIGNIFICANT MATTERS WERE EXAMINED,

INCLUDING THE EXISTING INSIDER TRADING TEST AND THE US

COMMON LAW CONCEPT OF A "MATERIAL MATTER". THE

POSSIBILITY WAS ALSO EXAMINED OF USING AN ILLUSTRATIVE

LIST OF CIRCUMSTANCES OR FACTORS TO PROVIDE GUIDANCE

AS TO WHAT SHOULD BE DISCLOSED.

IT IS INTERESTING TO NOTE THAT THERE WAS A CLEAR

PREFERENCE BY THOSE EXPRESSING A VIEW DURING

CONSULTATIONS FOR ADOPTING A FORMULA BASED ON

LISTING RULE 3A(1). THAT TEST IS ITSELF ADOPTED FROM THE

PROSPECTUS PROVISION IN THE CORPORATIONS LAW. THERE

WAS AN EVEN STRONGER PREFERENCE FOR NOT EMPLOYING

ANY LIST OF FACTORS OR CIRCUMSTANCES - ESSENTIALLY

BECAUSE SUCH LISTS TEND TO BE SEEN AS OVERLY

PRESCRIPTIVE.

I MUST SAY THAT IN BOTH RESPECTS I THINK THIS OUTCOME IS

RIGHT AND ONE THAT I CAN SUPPORT. IT SEEMS TO ME TO BE

APPROPRIATE TO USE A TEST BASED, AS THE STOCK EXCHANGE

RULE IS, ON WHAT INFORMATION A REASONABLE INVESTOR

WOULD EXPECT TO BE DISCLOSED TO THE MARKET.

CLOSE ATTENTION IS BEING GIVEN IN THE DRAFTING PROCESS

TO ENSURING - BOTH THROUGH THE PRECISE FORMULATION

OF THE TEST AND IN THE CORRESPONDING LIABILITY REGIME -

THAT THE USE OF THE REASONABLE INVESTOR TEST DOES NOT

BRING WITH IT PROSPECTUS-STYLE DUE DILIGENCE

IMPLICATIONS. IN PARTICULAR, I ACCEPT THE NEED FOR

COMPANIES TO BE ABLE TO MAKE REASONABLE JUDGMENTS,

TAKING INTO ACCOUNT THE PERIOD ALLOWED, AS TO WHAT

INFORMATION NEEDS TO BE DISCLOSED - AND TO DO SO

WITHOUT THE CONSTANT NEED TO TAKE ADVICE FROM

OUTSIDE EXPERTS. FURTHERMORE, COMPANIES W HICH PUT IN

PLACE A REPORTING SYSTEM W HICH CAN REASONABLY BE

EXPECTED TO IDENTIFY AND REPORT CHANGES OF THE KIND

REQUIRED TO BE DISCLOSED WILL BE ABLE IN THIS WAY TO

DISCHARGE THEIR OBLIGATIONS. IN MANY CASES COMPANIES

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ALREADY HAVE IN PLACE SUCH SYSTEMS FOR THE PURPOSE OF

ENSURING COMPLIANCE WITH STOCK EXCHANGE REPORTING

REQUIREMENTS (AS WELL AS FOR THEIR OW N INTERNAL

MANAGEMENT SYSTEMS) AND WILL NOT NEED TO DO

ANYTHING FURTHER IN THIS REGARD IN ORDER TO COMPLY

WITH THE LEGISLATIVE REQUIREMENTS.

THE SECOND ELEMENT OF THE DISCLOSURE SCHEME ON

WHICH I WANT TO COMMENT BRIEFLY CONCERNS THE

CONFIDENTIALITY PROVISION, W HICH HAS BEEN AN ISSUE OF

CONSIDERABLE INTEREST IN RELATION TO THE OPERATION OF

A STATUTORY CONTINUOUS DISCLOSURE REGIME.

IT HAS BEEN ACCEPTED BY ALL CONCERNED THAT SOME

INFORMATION NEEDS TO BE KEPT CONFIDENTIAL. THIS

PRINCIPLE IS RECOGNISED OVERSEAS, BOTH IN LEGISLATION IN

THE CANADIAN PROVINCES AND IN THE RULES OF CERTAIN

NORTH AMERICAN STOCK EXCHANGES. AGAIN, A PROVISION

OF GENERAL APPLICATION SEEMS TO BE WIDELY ACCEPTED AS

THE BEST WAY TO PROCEED, RATHER THAN ATTEMPTING TO

LIST COMPREHENSIVELY ALL THE SPECIFIC CIRCUMSTANCES IN

WHICH CONFIDENTIALITY MIGHT BE APPROPRIATE. IF THE

PREMATURE RELEASE OF INFORMATION WOULD UNDULY

PREJUDICE THE POSITION OF A COMPANY, THEN THE

LEGISLATION OUGHT NOT TO COMPEL ITS DISCLOSURE.

DIRECTORS INSURANCE

AS MANY OF YOU WILL BE AWARE, AUSTRALIA'S COMPANY

LAW HAS FOR MANY YEARS CONTAINED VERY WIDE

RESTRICTIONS ON THE ABILITY OF COMPANIES TO MAINTAIN

INSURANCE POLICIES ON BEHALF OF DIRECTORS AND OTHER

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OFFICERS. IT IS NOT DIFFICULT TO APPRECIATE THE ORIGINS OF

THIS PROVISION, WHICH IS NOW FOUND IN SECTION 241 OF THE

CORPORATIONS LAW. THE SECTION WAS INTENDED TO

PREVENT DIRECTORS AND OFFICERS FROM AVOIDING ALL

THEIR DUTIES TO THE COMPANY THROUGH INSURANCE OR

INDEMNIFICATION. A RESTRICTION ON THE ABILITY OF

COMPANIES USING SHAREHOLDER FUNDS FOR THE PERSONAL

BENEFIT OF DIRECTORS IS UNDERSTANDABLE. THERE HAVE IN

THE PAST BEEN ALL TOO MANY EXAMPLES OF ABUSES IN THIS

AREA.

NEVERTHELESS, IT IS CLEAR THAT THE EXISTING PROVISION

GOES MUCH FURTHER THAN IS NECESSARY FOR THE

ADEQUATE PROTECTION OF SHAREHOLDERS. IT IS

INCONSISTENT WITH APPROPRIATE RISK MANAGEMENT AND

WITH ORDINARY COMMERCIAL PRACTICES.

IN LIGHT OF CONCERNS EXPRESSED BY THE INSTITUTE, AS WELL

AS OTHER BODIES, AND AGAINST THE BACKGROUND OF A

REPORT ON THE MATTER EARLIER THIS YEAR BY THE

COMPANIES AND SECURITIES ADVISORY COMMITTEE, I

RECENTLY ASKED MY DEPARTMENT TO BRING FORWARD

RECOMMENDATIONS FOR REFORM. MY DEPARTMENT'S

CONSIDERATION OF THIS ISSUE HAS BEEN ASSISTED BY VERY

USEFUL AND CONSTRUCTIVE DIALOGUE WITH THE INSTITUTE

(AS WELL AS THE BUSINESS COUNCIL). ALTHOUGH THEIR JOINT

WORK IS NOT YET COMPLETE, I AM HOPEFUL THAT A

SIGNIFICANT REFORM OF SECTION 241 CAN BE INCLUDED IN

THE BILL TO IMPLEMENT AN ENHANCED CORPORATE

DISCLOSURE REGIME.

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CONCLUSION

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I HOPE THIS UPDATE ON DEVELOPMENTS WITH CORPORATE

LAW REFORM HAS BEEN USEFUL TO YOU. IN A SPEECH I GAVE

IN MARCH, SHORTLY AFTER THE RELEASE OF THE CORPORATE

LAW REFORM BILL, I INDICATED THAT THE GOVERNMENT CAN

ONLY EFFECTIVELY TACKLE CORPORATE REGULATORY ISSUES

IN PARTNERSHIP WITH BUSINESS. WHILE, AS WITH ANY

PARTNERSHIP, THERE HAS AT TIMES BEEN SOME VIGOROUS

DISCUSSION OF THE ISSUES AND THE OCCASIONAL FAILURE ON

THE PART OF SOME TO APPRECIATE THE VALUE OF THAT

PARTNERSHIP, I THINK THE PARTNERSHIP IS NOW MAKING A

HEALTHY PROFIT - ONE IN W HICH ALL AUSTRALIANS WILL BE

ABLE TO SHARE.