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Annual Report 1998
CONTACT DETAILS Telephone: +61 3 8344 5281 Professor Ian Ramsay Telephone: +61 3 8344 5332
1998 was the third year of operation of the Centre for Corporate Law and Securities Regulation. The year saw many achievements including an active research program conducted by members of the Centre, the hosting of major seminars, the strengthening of links with peak organisations both in Australia and internationally, and the development of the Corporate Law Electronic Bulletin. ResearchIn 1998 the twelve academics who were members of the Centre were responsible for the publication of 5 books, 54 book chapters and journal articles, and 3 research reports and government reports. An important aspect of the Centre’s research program is its monograph series in corporate law and securities regulation. 1998 saw the publication of 4 further monographs. Pamela Hanrahan, who is a Senior Lecturer in Law at The University of Melbourne, a member of the Centre for Corporate Law and Securities Regulation and Special Counsel at Arthur Robinson & Hedderwicks, authored a monograph titled Managed Investments Law. This monograph was jointly published by the Centre for Corporate Law and CCH Australia Limited. It has proved to be a very topical and important publication as the law governing managed investment schemes was totally re-written on 1 July 1998 with the commencement of the Managed Investments Act 1998. The second monograph was written by Donna Croker and is titled Prospectus Liability Under the Corporations Law. This has also proved to be a topical publication as recent court judgments such as the Full Federal Court judgment in Fraser v NRMA Holdings Ltd and the increased emphasis given to the need for due diligence under the Corporations Law, have focused attention upon the liability that can apply to those engaged in capital raising for companies. The third monograph, co-authored by the Director of the Centre and Dr Geof Stapledon, is titled Corporate Groups in Australia. It presents the results of an empirical study of the group structures in Australia’s top 500 listed companies. It includes findings on the incidence of subsidiaries across the top 500 companies, and the size and industry groups of those listed companies with subsidiaries. The monograph also provides an overview of the regulatory approaches that have been adopted in Australia in relation to corporate groups. The fourth monograph is titled Institutional Investors’ Views on Corporate Governance and was co-authored by the Director of the Centre, Dr Geof Stapledon and Mr Kenneth Fong. It outlines the results of a study of the views of institutional investors on corporate governance issues. These issues include voting by institutional investors; views on the structure and composition of boards of directors; director and executive remuneration; and barriers to institutional investor activism. Institutional investors now hold approximately 50 per cent of the shares of companies listed on the Australian Stock Exchange and therefore have the potential to be key players in corporate governance. I am pleased to report that the publications of members of the Centre continue to be well received both in Australia and overseas. Dr Belinda Fehlberg’s book published by Oxford University Press titled, Sexually Transmitted Debt: Surety Experience and English Law (1997) was awarded the 1997 Oxford University Press - Socio Legal Studies Association Prize. Dr Geof Stapledon’s book titled, Institutional Shareholders and Corporate Governance continued to receive favourable reviews in 1998 including a review in the Michigan Law Review. The monographs published by the Centre continue to receive positive reviews. The monograph titled Corporate Governance and the Duties of Company Directors (1997) was reviewed in the Law Institute Journal in 1998 where the reviewer stated that "the book holds appeal in that it attempts to define and present the ideology of corporate governance in more than one light, and illustrates its role in conflict minimisation within a corporate structure…Thoughtful consideration has been extended to the issue of corporate governance within the book, including invaluable commentary and summation…The substantive law pertaining to directors’ duties is admirably presented". A review in the journal Australian Accountant stated that "the book will no doubt become a contemporary textbook in the study of corporate governance" while a review in the Company and Securities Law Journal stated that the book provides "timely perspectives on the various issues surrounding the roles of directors and of corporate law in enhancing corporate governance practices". A review in the journal Corporate Governance: An International Review stated that "this authoritative work discusses the duties of directors in Australia from a legal perspective. In his introduction the editor recognises that there are many definitions of corporate governance and explores why corporate governance has become an issue. In an original insight he also demonstrates the breadth of corporate governance far more fully than most authorities, by identifying the various mechanisms that play a role in corporate governance". A particularly pleasing part of the Centre’s research was the success of members of the Centre in obtaining competitive research grants. In 1998 members of the Centre obtained an Australian Research Council Strategic Partnership With Industry (Research and Training) Grant for a project titled "Use and Operation of the Enforcement Regime Attracted by Contraventions of Directors’ Duties in the Australian Corporations Law". The research team for this project is the Director of the Centre, Ms Helen Bird and Professor Arie Freiberg of the Department of Criminology at The University of Melbourne. Dr Timothy Lindsey obtained an Australian Research Council Large Grant for a project titled "South-East Asian Laws in Transition: 1945-1995". Dr Geof Stapledon obtained an Australian Research Council Small Grant for a project titled, "Reducing the Cost of Capital Raising: An Empirical Analysis of the Australian Securities and Investments Commission Modifications of the Fundraising Provisions of the Corporations Law". A number of major research grants obtained in 1997 continued to provide funding for projects in 1998. A full list of competitive research grants obtained by members of the Centre is included in this Annual Report.
Seminars In 1998 the Centre hosted or was involved in the organisation of seven seminars and conferences. The seminars dealt with topics including "The Regulation of Managed Investments: Current Issues and Perspectives", "Patrick Stevedores v Maritime Union of Australia: The Labour Law, Corporate Law and Commercial Litigation Issues", "A United States Perspective on the Business Judgment Rule", and "Long-Term Contracts and Competition Laws". A feature of 1998 was the invitation from the Australian Securities and Investments Commission for the Centre to assist with the planning and running of its 1998 Summer School. The Summer School was held at The University of Melbourne with the theme "Investors, Global Financial Markets and Regulation: Current Trends and Issues". The Summer School brought together senior regulators from many countries including Australia, the United States, Canada, the United Kingdom, Hong Kong, China, New Zealand, Singapore, Malaysia, Indonesia, Taiwan, The Philippines, Thailand, Sri Lanka and Papua New Guinea. Links with peak organisations The Centre continued in 1998 to develop links with peak organisations both in Australia and overseas. Members of the Centre play an active role with organisations such as the Law Council of Australia, the Australian Institute of Company Directors and the Law Institute of Victoria. In 1998 the Centre provided assistance to the Companies and Securities Advisory Committee in relation to its research project on corporate groups. The Australian Institute of Company Directors featured a research project of the Centre in its cover story in the March 1998 issue of Company Director. Corporate Law Electronic Bulletin 1998 saw the continued development of the Corporate Law Electronic Bulletin which was established in 1997. The monthly email Bulletin is published with the support of the Australian Securities and Investments Commission, the Australian Stock Exchange and leading national law firms in Australia. There are now approximately 1400 subscribers to the Bulletin with a much wider readership as the Bulletin is distributed widely within companies, regulators, law firms and government departments. The Bulletin has been supported and promoted by organisations such as the Corporate Lawyers Association, the Commercial Law Association, the Law Council of Australia, the Australian Institute of Company Directors, and the Chartered Institute of Company Secretaries. We continue to receive very positive feedback on the Bulletin. A particularly pleasing feature is the increasing number of international subscribers to the Bulletin. Editorial positions Members of the Centre continued in 1998 to occupy editorial positions with major corporate law publications including the Company and Securities Law Journal, the Australian Business Law Review, and the International Corporate Law Bulletin. The Centre was asked in 1998 to play a prominent editorial role in relation to the Business Organisations chapters of Laws of Australia (a major encyclopedia of Australian law). New initiatives1998 was a year in which new initiatives in the areas of electronic commerce and managed funds were implemented. This was achieved primarily through the work of Mark Sneddon who joined the Centre in 1997 and who has been a senior government adviser on matters dealing with electronic commerce and Pamela Hanrahan who also joined the Centre in 1997 as a specialist in the area of managed funds. The Centre’s work in these two important areas will continue in 1999. In addition, it is envisaged that towards the middle of 1999 the Centre and the Australian Securities and Investments Commission will jointly publish an Issues Paper which deals with the regulation of electronic prospectuses as part of the collaborative work undertaken by Dr Elizabeth Boros and the Director of the Centre pursuant to their Australian Research Council Grant. In 1999 the Centre intends to pursue a number of strategic initiatives in the area of Asian law. 1999 represents an appropriate time to pursue these initiatives given the many regulatory changes that are unfolding in the region. The University of Melbourne is fortunate in having several notable experts in Asian law and, towards the end of 1998, it was very pleasing that Professor Malcolm Smith and Dr Timothy Lindsey became members of the Centre for Corporate Law and Securities Regulation. Professor Smith is well-known for his work in relation to Japanese corporate law and banking law. He holds the Foundation Chair in Asian Law at The University of Melbourne and has taught at the University of Tokyo. Dr Lindsey teaches and researches in the area of insolvency law and has a special focus on Indonesia. 1998 saw the publication of Dr Lindsey’s book titled Indonesia: Law and Society. He also co-authored a book in 1992 titled How Companies Work. Dr Lindsey was successful in 1998 in obtaining a major competitive research grant from the Australian Research Council for the project "South-East Asian Laws in Transition: 1945-1995". This research project has two aims. First, to access and analyse legal materials and original sources currently unavailable to researchers and practitioners in Asian law. Second, to publish twelve volumes of materials and commentary (two theoretical and ten covering individual countries) providing resources for practising and academic lawyers for understanding:
1998 saw a number of joint projects between members of the Centre for Corporate Law and Asian law specialists at The University of Melbourne. In particular, the subject taught for the first time in 1998 in our Graduate Program titled "Comparative Companies Law in the Asia-Pacific Region" was very successful and over-subscribed by students. The subject was co-taught by Professor Malcolm Smith and Ms Cally Jordan of the Asian Development Bank. In 1999 Dr Lindsey will be organising a major conference on Indonesian bankruptcy reform hosted by the Indonesian Government, AusAID, the World Bank and the International Monetary Fund. Consultancies and pro bono work Members of the Centre are active in providing their expertise to those outside of The University of Melbourne, both in relation to pro bono matters and also significant corporate transactions. During 1998 the Centre provided pro bono assistance to the Intellectual Disability Rights Service and the Mirimbiak Nations Aboriginal Corporation. In 1998 Sue Woodward was appointed a director of the Schizophrenia Australia Foundation and provided advice to the Foundation on corporate law matters. Members of the Centre have also provided their expertise in relation to significant corporate transactions. Early in 1998 Dr Geof Stapledon completed a twelve month full-time consultancy in relation to the demutualisation and restructuring of the Australian Mutual Provident Society. Members of the Centre have also provided advice in relation to the Managed Investments Act 1998, the Company Law Review Act 1998, the BTR divestments restructuring, the acquisition of ANI industries by Smorgon Steel, the Farrow Finance/Pyramid Building Society litigation, and a range of other matters. Acknowledgments Many people deserve thanks for their contribution to the work of the Centre during 1998. They include the members of the Australian Advisory Board and, in particular, the Chair of the Australian Advisory Board, the Hon Mr Justice Hayne. Members of the International Advisory Board of the Centre have also provided valuable advice in relation to international developments and have been active in assisting the work of the Centre. For example, Professor Deborah DeMott of Duke University Law School, a member of the International Advisory Board, taught in the Graduate Program at The University of Melbourne Law School in 1998 and also presented a public seminar on behalf of the Centre. I am pleased to report that Professor Brian Cheffins of the University of Cambridge joined the International Advisory Board in 1998. Particular thanks are due to Ann Graham, the Administrator of the Centre, who has played a key role in many of the Centre’s achievements during 1998. The Dean of the Faculty of Law at The University of Melbourne, Professor Michael Crommelin, has been a strong supporter of the initiatives undertaken by the Centre. Finally, I express my appreciation to The University of Melbourne Law School Foundation which provided substantial financial support to the Centre during 1998.
Professor Ian Ramsay PURPOSES AND OBJECTIVES OF THE CENTRE The objectives of the Centre and its members are to:
The Centre has an International Advisory Board comprised of leading Judges and corporate law academics. The members of the International Advisory Board are:
AUSTRALIAN ADVISORY BOARD The Centre has an Australian Advisory Board chaired by the Honourable Mr Justice Hayne and comprising leading members of the Australian legal and business communities. The members of the Australian Advisory Board are:
ACADEMIC MEMBERS OF THE CENTRE The following academics were members of the Centre in 1998: Ms Helen Bird Helen Bird is a graduate in Law (Hons) and Commerce from the University of Queensland. She is currently completing her SJD at The University of Melbourne. She teaches Corporate Law and Business Law. Her research interests are corporate governance, corporate regulation and legal theory. She is also a Barrister and Solicitor of the Supreme Court of Victoria. Dr Elizabeth Boros Elizabeth Boros is a graduate of The University of Adelaide (LLB (Hons)) and Cambridge University (LLM; PhD). She is a Barrister and Solicitor of the Supreme Courts of South Australia and Victoria, and a Solicitor of the Supreme Court of England and Wales. Elizabeth completed a doctorate at the University of Cambridge in 1992. On returning to Australia she practised with Blake Dawson Waldron. A revised version of her doctoral thesis was published as a book titled Minority Shareholders' Remedies by Oxford University Press in 1995. She joined the academic staff of The University of Melbourne and the Centre for Corporate Law and Securities Regulation as a Senior Lecturer in 1996. She teaches Corporations Law and Equity in the LLB Program and Members' Remedies in the Graduate Program. Her main areas of research interest at present are electronic prospectuses, directors' duties and shareholders' remedies. Dr Belinda Fehlberg Belinda Fehlberg graduated from The University of Melbourne in 1991 (BA, LLB (Hons)). She completed her articles of clerkship at Arthur Robinson & Hedderwicks in the area of commercial litigation and then practised in the corporate law area. In 1992, she began her DPhil studies at the Centre for Socio-Legal Studies, University of Oxford. She was awarded her DPhil in 1995. Her DPhil thesis comprised a socio-legal, empirically-based study of spouses and partners who provide third party loan security for the business borrowings of their other spouse or partner. A revised version of the thesis was published in 1997 by Oxford University Press. In 1993 Belinda was appointed as a half-time Lecturer in the Faculty of Law, University of Warwick, where she taught Commercial Law and Company Law. At the end of 1994, Belinda took up an appointment as a lecturer in the Law School, The University of Melbourne and was promoted to senior lecturer in 1997. She currently teaches Corporations Law and Family Law. Her publications are mainly in the area of her thesis research, but she has a general interest in the areas of corporations law and family law, and especially in issues where these two areas overlap. Ms Pamela Hanrahan Pamela Hanrahan joined the academic staff of The University of Melbourne as a Senior Lecturer in February 1997, having previously practised corporate law and securities law as a Senior Associate with Arthur Robinsons & Hedderwicks in Melbourne. She holds Honours degrees in Arts and Law from The University of Melbourne and a Master of Laws from Case Western Reserve University, Ohio USA, and is currently completing an SJD at The University of Melbourne. She teaches Corporations Law at the undergraduate level in both the Law and Commerce faculties, and Regulation of Managed Investments as part of the Law School’s graduate program. Her research interests include the law of managed funds, corporate and securities law and derivatives regulation. Pamela is Special Counsel with Arthur Robinson & Hedderwicks. Dr Timothy Lindsey Dr Lindsey is a graduate of The University of Melbourne Law School and has doctorate in Indonesian Studies. He teaches Insolvency Law and also Indonesian Law, Malaysian Law and Islamic and Traditional Customary Law. Particular subjects he teaches include Commercial Law in Asia, Resources Law and Policy in Indonesia and International Marketing and Franchising in Asia. He researches and teaches in Indonesian. His books include Indonesia: Law and Society, and How Companies Work. Tim is a member of the Board of the Department of Foreign Affairs and Trade’s Australia-Indonesia Institute. Professor Ian Ramsay Ian Ramsay is the Harold Ford Professor of Commercial Law in the Faculty of Law at The University of Melbourne and Director of the Centre for Corporate Law and Securities Regulation. He has practised law with the law firms Sullivan & Cromwell in New York and Mallesons Stephen Jaques in Sydney. Other positions Ian has held include:
Ian has published extensively on corporate law issues both internationally and in Australia. His recent books include Securities Regulation in Australia and New Zealand (co-editor, 1998); The New Corporations Law (co-author, 1998); Corporate Governance and the Duties of Company Directors (editor, 1997); Ford’s Principles of Corporations Law (co-author, 1997); and Education and the Law (co-author, 1996). Professor Malcolm Smith Professor Smith joined The University of Melbourne Faculty of Law from the University of British Columbia, Canada, where he was Founding Director of the Japanese Legal Studies Program. He is a graduate of The University of Melbourne Law School and Harvard Law School, and specialises in Japanese Law. He holds the Foundation Chair in Asian Law at The University of Melbourne. He researches and teaches in Japanese and has particular research interests in Japanese corporate, banking and finance law. Professor Smith is a member of the board of the Australia-Japan Foundation, the Executive Board of the Australian Centre for International Commercial Arbitration, the International Trade Law and Business Committee of the Law Council of Australia, the International Legal Services Advisory Council and the Australian International Legal Exchange Committee established by the Commonwealth Attorney-General. Mr Greg Reinhardt Greg Reinhardt joined the Faculty of Law in 1991 from the law firm Minter Ellison where he was a partner. His research and teaching interests include the Law of Insolvency, Civil Procedure and Insurance Law. Greg is Editor of the Insurance Law Bulletin. In 1997 Greg was appointed Executive Director of the Australian Institute of Judicial Administration which is affiliated with the Faculty of Law at The University of Melbourne. Associate Professor Mark Sneddon Mark Sneddon (BSc (Comp Sci), LLB (Hons) (Melb); LLM (Mich)) is Associate Professor of Law working in Banking, Media and Electronic Communications Law. Mark teaches postgraduate courses in Electronic Banking and Payments Law, Broadcasting and Telecommunications Law and International Bank Obligations and Trade Finance and is Director of Studies for the postgraduate Diploma in Banking and Finance. He has written and lectured widely in the field of electronic banking and electronic commerce payment systems and in banking law generally. Prior to commencing his university career, Mark practised full-time as a commercial lawyer, worked on law reform issues for the Victorian Parliament and was Associate to Chief Justice Sir Gerard Brennan of the High Court of Australia. He has acted as an adviser to the State of Victoria on electronic commerce and was a member of the Federal Attorney-General’s Expert Group on Electronic Commerce. Mark’s current research is into the Law of Electronic Transactions, investigating electronic commerce, digital signatures and electronic banking and payments issues (including stored value cards, Internet banking, secure Internet payment systems and digital cash). Dr Geof Stapledon Dr Geof Stapledon obtained undergraduate degrees in Economics and Law from the University of Adelaide before practising as a commercial solicitor with Finlaysons in Adelaide. He then spent three years at the University of Oxford, conducting doctoral research into the role of institutional investors in corporate governance in the UK and Australia. This research led to the publication in mid-1996 of Geof's book Institutional Shareholders and Corporate Governance (Oxford University Press). Geof joined the Faculty of Law at The University of Melbourne in 1995. Geof has a number of journal publications in the area of institutional investors and corporate governance, together with articles in the areas of directors' duties, shareholders' remedies, and auditors' liabilities. He is the Editor of the leading journal specialising in Australasian corporate and securities law: the Company and Securities Law Journal. Geof spent 1997 on secondment with the law firm Minter Ellison in Sydney, advising on the demutualisation of the AMP Society. He remains a Consultant to Minter Ellison. Mr John Telfer John Telfer is a Senior Lecturer in the Faculty of Law and a Barrister. He works mainly in the area of Taxation Law and has also taught Corporations Law. He undertakes research into Australian, international and south-east Asian taxation. This work includes the taxation of companies in various jurisdictions and how the business transactions of companies are taxed. Ms Susan Woodward Susan Woodward is a graduate of The University of Melbourne (LLB (Hons)) and is a Barrister and Solicitor of the Supreme Court of Victoria. Prior to joining The University of Melbourne, Susan practised in commercial law both in Australia and London. She also worked as in-house legal counsel for the Australian Industry Development Corporation. At The University of Melbourne, Susan has taught Corporations Law for several years. Susan has co-authored the book Corporations Law Workbook (LBC Information Services, 3rd ed, 1996) which is accompanied by a Teachers' Manual. The fourth edition of this book will be published in 1999. Centre Research Officers Mr Kenneth Fong Kenneth Fong holds a BA from RMIT and an LLB (Hons) from Bond University. Prior to joining the Centre, he was a consultant to the Australian Securities Commission. Currently he is undertaking research into corporate governance, the regulation of electronic prospectuses, and corporate disclosure. Kenneth is also co-editor of the Centre's monthly e:mail Corporate Law Bulletin. Dr George Gilligan Dr George Gilligan is a criminologist who holds a PhD from the University of Cambridge and Masters degrees from both the University of Cambridge and La Trobe University. He has taught at the Universities of Cambridge, Exeter, La Trobe, Melbourne and Middlesex. His research interests focus on the regulation of financial markets, white collar crime and organised crime, and he has published exensively in these areas. During 1998 George worked on a Centre project examining the use of civil penalties by the Australian Securities and Investments Commission. In late 1998, George was appointed Logan Research Fellow in the Department of Business Law and Taxation at Monash University. A number of highly successful conferences and seminars were organised by the Centre during 1998. Interpreting Ministerial Directions to Statutory Corporations: Can Responsible Government Determine Corporate Governance? (21 October 1998) Speaker - Mr Christos Mantziaris, Research School of Social Sciences, Australian National University A United States Perspective on the Business Judgment Rule (13 July 1998) Speaker - Professor Deborah DeMott, School of Law, Duke University, USA This seminar was co-hosted with the Corporations Law Committee of the Law Council of Australia. Patrick Stevedores v Maritime Union of Australia: The Labour Law, Corporate Law and Commercial Litigation Issues (24 June 1998) Speakers - Dr Graham Smith, Partner, Clayton Utz; Mr Andrew Lumsden, Partner, Corrs Chambers Westgarth; Professor Greg Reinhardt, Executive Director, Australian Institute of Judicial Administration. This seminar was co-hosted with the Centre for Employment and Labour Relations Law of The University of Melbourne. 1998 Australian Securities Commission Summer School (22-27 February 1998) The 1998 Australian Securities Commission Summer School was held at The University of Melbourne. It was planned with the support of the Centre for Corporate Law and Securities Regulation. The theme of the Summer School was Investors, Global Financial Markets and Regulation: Current Trends and Issues. The Summer School brought together senior regulators from many countries including Australia, the United States, Canada, the United Kingdom, Hong Kong, China, New Zealand, Singapore, Malaysia, Indonesia, Taiwan, The Philippines, Thailand, Sri Lanka and Papua New Guinea. Keynote speakers at the Summer School included:
The Regulation of Managed Investments: Current Issues and Perspectives (24 February 1998) Speakers - Mr Edward Waitzer, Senior Partner, Stikeman, Elliott, Toronto; former Chairman of the Ontario Securities Commission and former Vice-President of the Toronto Stock Exchange; Mr Barry Barbash, Director of the Division of Investment Management, United States Securities and Exchange Commission; Mr Shane Tregillis, National Director, Regulation, Australian Securities Commission; Ms Pamela Hanrahan, Senior Lecturer and Member of the Centre for Corporate Law and Securities Regulation, The University of Melbourne, Senior Associate, Arthur Robinson & Hedderwicks. This seminar was co-hosted with the Australian Securities Commission. Developments in Closely Held Firms in the United States (13 February 1998) Speaker - Professor Robert Thompson, Washington University, USA. Previous seminars of the Centre have included:The Corporate Law Economic Reform Program Keynote speakers included Mr Jim Murphy, First Assistant Secretary, Business Law Division, The Treasury; Ms Claire Grose, Chairperson, Corporations Law Committee, Business Law Section of the Law Council of Australia and Partner of Freehill Hollingdale & Page; Professor Robert Baxt, Chairman, Corporations Law Committee, Australian Institute of Company Directors and Partner of Arthur Robinson & Hedderwicks; Professor Bernard Black, Columbia University Law School, USA; Mr David Goddard, Partner, Chapman Tripp Sheffield Young, New Zealand. This one day conference was co-hosted with the Centre for Law and Economics, The Australian National University. Do Independent Directors Matter? Speakers - Professor Bernard Black, Columbia University Law School, USA; Henry Bosch AO, Company Director; Jeffrey Lawrence, J P Morgan.This seminar was co-hosted with the Australian Institute of Company Directors. Contemporary Developments in Corporate Insolvency Law (A Centenary Celebration of Salomon v Salomon & Co Ltd) Speakers - The Rt Hon The Lord Cooke of Thorndon, Member of the House of Lords and Judicial Committee of the Privy Council; Professor Len Sealy, SJ Berwin Professor of Corporate Law, University of Cambridge; Professor Roy Goode, Norton Rose Professor of English Law, University of Oxford; Professor John Farrar, School of Law, Bond University and Professorial Associate, The University of Melbourne. This seminar was co-hosted with the Business Law Section of the Law Council of Australia and the 30th Australian Legal Convention. Directors' and Officers' Remuneration: Current Australian and United States Issues Speakers - Professor Charles Yablon, Cardozo Law School, New York, USA; Ms Elizabeth Alexander, Victorian State President of the Australian Institute of Company Directors and Partner of Price Waterhouse; Mr Alan Cameron, Chairman of the Australian Securities Commission; Mr Paul Jennings, Member of the Corporate Governance Committee of the Australian Investment Managers Association and Australian Shares Manager of National Mutual Funds Management; Mr John Egan, remuneration advisor to governments and the private sector. This seminar was co-hosted with The University of Melbourne Law School Foundation. Commercial Fiduciary Duties Speaker - Professor Gillian Hadfield, Faculty of Law, University of Toronto; Commentator: Professor Tony Duggan, Faculty of Law, Monash University Electronic Commerce: Regulating in a World of Technological Change Speaker - Mr Steven Wallman, Commissioner, United States Securities and Exchange Commission; Commentators - Mr Shane Tregillis, National Director, Regulation, Australian Securities Commission and Associate Professor Mark Sneddon, Faculty of Law, The University of Melbourne This seminar was co-hosted with the Australian Securities Commission. Corporate Law Teachers National Conference Thirty papers were presented at the Conference. The keynote speakers included:
This conference was co-hosted with the Corporate Law Teachers Association. The Courts and Corporate LawSpeakers - Justice Norman Veasey, Chief Justice, Supreme Court of Delaware; Justice David Malcolm, Chief Justice, Supreme Court of Western Australia; Justice Edmund Thomas, Court of Appeal of New Zealand; Andrew Rogers QC, former Chief Judge, Commercial Division, Supreme Court of New South Wales; Alan Cameron, Chairman, Australian Securities Commission; Catherine Walter, professional non-executive company director; Karen Byrne, General Counsel, Australian Stock Exchange; Professor Robert Baxt, Partner, Arthur Robinson & Hedderwicks; Michael Rozenes QC, Commonwealth Director of Public Prosecutions; Alex Chernov QC, Victorian Bar; Professor Ian Ramsay, Centre for Corporate Law and Securities Regulation, The University of Melbourne This conference was co-hosted with the Australian Institute of Company Directors, the Australian Institute of Judicial Administration and the Business Law Section of the Law Council of Australia. Corporate Strategies in the Single European Market Speaker - Professor Gilles Guyot of the University of Lyon Derivatives Regulation in the United States: Problems and Issues Speaker - Professor Roberta Romano of Yale University School of Law and School of Management; Commentator - Mr Shane Tregillis of the Australian Securities Commission Deregulation of Public Utilities Speaker - Professor Michael Trebilcock of the University of Toronto Law School with a panel consisting of Professor Philip Williams of the Melbourne Business School, Mr Jim Holmes, Executive Manager, Business Development of Powernet, Mr David Goddard a partner with the New Zealand firm of Chapman Tripp Sheffield Young, and Mr John Perham of the Privatisation and Industries Reform Division of the Victorian State Treasury Department. This public lecture was co-hosted with the Australian Law and Economics Association The CRA-RTZ Merger Speakers - Mr Stephen Creese of CRA Limited and Mr Ian Renard and Mr Cameron Rider of Arthur Robinson & Hedderwicks Recent Developments in Legal Professional Privilege and the Privilege Against Self-Incrimination Speakers - Associate Professor Sue McNicol of Monash University and Mr Peter Cranswick and Mr Peter Hiland of the Australian Securities Commission Corporate Governance: An International Perspective Speaker - Professor Richard Buxbaum, University of California at Berkeley Shareholders' Remedies: Australian and United States Developments Speakers - Professor Deborah DeMott, Duke University School of Law; Mr John Kluver, Companies and Securities Advisory Committee; Dr Elizabeth Boros, Blake Dawson Waldron Daniels v AWA Limited Speakers - Professor Robert Baxt, Arthur Robinson & Hedderwicks; The Hon Andrew Rogers QC, formerly Chief Judge, Commercial Division, Supreme Court of New South Wales; Mr W R M Irvine, Chairman of the Board of Directors, National Australia Bank Recent US Developments in Directors' Duty of Care in Corporate Transactions Speaker - Professor Douglas Branson, University of Pittsburgh School of Law Gambotto v WCP Limited Speakers - Quentin Digby, Freehill Hollingdale & Page; Geoff Hone, Blake Dawson Waldron; Ian Renard, Arthur Robinson & Hedderwicks; Ron White, Norton Smith & Co Corporate Groups: A United States Perspective on Current Legal Issues and Policies Speaker - Professor Phillip Blumberg, University of Connecticut School of Law The NRMA Case Speakers - George Durbridge, Australian Securities Commission; Frances Hanks, The University of Melbourne; Norman O'Bryan, Barrister; Jon Webster, Arthur Robinson & Hedderwicks Recent Developments in Closely Held Firms in the United States: Limited Liability Companies and Limited Liability Partnerships Speaker - Professor Larry Ribstein, George Mason University School of Law, Washington, DC The Centre has developed links with peak organisations with an interest in corporate and securities law. During 1998 academic members of the Centre were also members of:
Dr Elizabeth Boros was also an invited participant at meetings of The Companies and Business Organisations Committee of the Law Institute of Victoria. Academic staff members have also been Course Directors for the Corporate Secretaries Course administered by the Chartered Institute of Corporate Secretaries. Academic members of the Centre occupy editorial positions with a number of corporate law and other publications:
Other editorial work undertaken during 1998 included:
Academic members of the Centre conducted a very active research program in 1998. Publications of members of the Centre are listed below. A complete list of the Faculty of Law’s 1998 publications is contained in Appendix B. Books Hanrahan, P, Managed Investments Law, CCH Australia and Centre for Corporate Law and Securities Regulation, Melbourne, 1998. Lindsey, T (ed), Indonesia: Law and Society, Federation Press, Sydney, 1998. Ramsay, I, Walker, G and Fisse, B (eds), Securities Regulation in Australia and New Zealand, LBC Information Services, Sydney 1998. Ramsay, I, Bristow, A, Mason, S and McDonald, M, The New Corporations Law, CCH Australia, Sydney, 1998. Reinhardt, G, Colbran, S, Spender, P, Jackson, S and Douglas, R, Civil Procedure: Commentary and Materials, Butterworths, Sydney, 1998. Government Report Sneddon, M, Argy, P, Briggs, M, Hamilton, K, Leonard, P, Martin, R, McCullagh, A, Piccinin, C, Simpson, C, Upton, S and Clift, J, Electronic Commerce: Building the Legal Framework. Report prepared for the Federal Attorney-General's Expert Group on Electronic Commerce, 1998. Research Monographs Ramsay, I and Stapledon, G P, Corporate Groups in Australia, Centre for Corporate Law and Securities Regulation, The University of Melbourne, 1998. Ramsay, I, Stapledon, G P and Fong, K, Institutional Investors’ Views on Corporate Governance, Centre for Corporate Law and Securities Regulation, The University of Melbourne, 1998. Chapters in Books Boros, E, "Altering the Articles of Association to Acquire Minority Shareholdings" in Rider, B A K (ed), The Realm of Company Law, Kluwer, London, 1998. Gilligan, G, "The City of London and the Development of English Financial Services Law" in Rider, B A K (ed), The Corporate Dimension, Jordan Publishing, London, 1998. Hanrahan, P, "Managed Investment Schemes" in Australian Corporations and Securities Law Reporter, CCH Australia, Sydney, 1998. Lindsey, T, "Indonesia: Reinventing a Legal System - Too Much, Too Little, Too Late" in Tay, A and Leung, C (eds), East Asia: Nation Building, Human Rights and Trade, LBC Information Services, Sydney, 1998. Lindsey, T, "Bridging Differences: A Legal Relationship with Substance" in Sulaiman, I, Hanafi Soyan, G and Luke Smith, S (eds), Bridging the Arafura Sea: Australia-Indonesia Relations in Prosperity and Adversity, Asia Pacific Press, Canberra, 1998. Ramsay, I and Blair, M, "Mandatory Corporate Disclosure Rules and Securities Regulation" in Walker, G, Fisse, B and Ramsay, I (eds), Securities Regulation in Australia and New Zealand, LBC Information Services, Sydney, 1998. Ramsay, I, Fisse, B and Walker, G, "Introduction to Securities Regulation Issues" in Walker, G, Fisse, B and Ramsay, I (eds), Securities Regulation in Australia and New Zealand, LBC Information Services, Sydney, 1998. Ramsay, I, "Models of Corporate Regulation: The Mandatory/Enabling Debate" in Grantham, R and Rickett, C (eds), Corporate Personality in the 20th Century, Hart Publishing, Oxford, 1998. Ramsay, I, Lange, H and Woo, L, "Takeover Defence Decisions: A Study of the Impact of Management and Large Shareholder Ownership" in Griffin, G (ed), Management Theory and Practice: Moving to a New Era, Macmillan, Melbourne, 1998. Ramsay, I, Austin, R and Ford, H, Four supplements for the looseleaf book Ford’s Principles of Corporations Law, Butterworths, Sydney, 1998. Stapledon, G P, "Australian Share Market Ownership" in Walker, G, Fisse, B and Ramsay, I (eds), Securities Regulation in Australia and New Zealand, LBC Information Services, Sydney, 1998. Stapledon, G P and Duns, J, "Restrictive Trade Practices", Sub-title 30.2 in The Laws of Australia, looseleaf, LBC Information Services, Sydney, 1998. Telfer, J H, Box, A H and Morrison, I R M, Two supplements for the looseleaf book, Wills, Probate and Administration, LBC Information Services, Sydney, 1998. Woodward, S and Bird H L, Supplement to the Corporations Law Workbook, LBC Information Services, 3rd edition, Sydney, 1998. Journal Articles Bird, H L, "A Critique of the Proprietary Nature of Share Rights in Australian Publicly Listed Corporations" (1998) 22 Melbourne University Law Review 131-161. Boros, E, "Compulsory Acquisition of Minority Shareholdings: The Way Forward?" (1998) 16 Company and Securities Law Journal 279-296. Fehlberg, B and Ingleby, R, "Surety Wives and Australian Law: Garcia v National Australia Bank Limited" (1998) 4 Current Family Law 207-211. Hanrahan, P, "(Ir)Responsible Entities: Reforming Manager Accountability in Public Unit Trusts" (1998) 16 Company and Securities Law Journal 76-92. Hanrahan, P, "Managed Investments" (1998) 12 Commercial Law Quarterly 20-21. Hanrahan, P, "Managed Investments" (1998) Australian Corporate News 376-380. Lindsey, T, "The IMF and Insolvency Law Reform in Indonesia" (1998) 34 Bulletin of Indonesian Economic Studies 119-124. Lindsey, T, "Square Pegs in Round Holes: Fitting Modern Title into Traditional Societies in Indonesia" (1998) 7 Pacific Rim Law and Policy Journal 699-719. Ramsay, I and Sidhu, B, "Accounting and Non-Accounting Based Information in the Market for Debt: Evidence from Australian Private Debt Contracts" (1998) 38 Accounting and Finance 197-221. Ramsay, I and Farrer, J, "Director Share Ownership and Corporate Performance: Evidence from Australia" (1998) 6 Corporate Governance: An International Review 233-248. Ramsay, I M and Stapledon, G P, "The Influence of Commercial Law Journals: Citation Analysis" (1998) 26 Australian Business Law Review 298-303. Ramsay, I and Hoad, R, "Disclosure: Corporate Governance in Practice" (1998) 14 (No 2) Company Director 10-17. Reinhardt, G, "Structured Settlements: Are We Moving Closer?" (1998) 13 Insurance Law Bulletin 25-26. Reinhardt, G, "More on Taxation of Interest on Damages in Personal Injuries Cases" (1998) 13 Insurance Law Bulletin 45-47. Reinhardt, G, "Casenote: Cusamo v MLC Insurance Ltd" (1998) 13 Insurance Law Bulletin 106-107. Reinhardt, G, "Casenote: Re Silverstein; Ex Parte Evenage Pty Ltd" (1998) 13 Insurance Law Bulletin 107-108. Reinhardt, G, "Casenote: McCann v Switzerland Insurance Australia Ltd" (1998) 13 Insurance Law Bulletin 108-110. Reinhardt, G, "Forum Shopping and Insurers" (1998) 13 Insurance Law Bulletin 48-50. Reinhardt, G, "Liability of Insurers for Costs of Litigation" (1998) 13 Insurance Law Bulletin 53. Reinhardt, G, "Reinstatement Vesus Indemnity" (1998) 13 Insurance Law Bulletin 73-78. Reinhardt, G, "Xth World Congress of the International Association for Insurance Law" (1998) 13 Insurance Law Bulletin 79-80. Reinhardt, G, "Liability of Financial Advisers for Taxation Advice: Implications for Insurers" (1998) 13 Insurance Law Bulletin 89-90. Reinhardt, G, "Dealing with the Submission of Apprehended Bias: Panagopolous v Southern Healthcare Network and Foundation" (1998) 7 Journal of Judicial Administration 127-128. Reinhardt, G, "Caseflow Management Where Established by Rules of Court: Vordemeier v Alguna Developments Pty Ltd" (1998) 7 Journal of Judicial Administration 129. Reinhardt, G, "What is Judicial Bias? Wentworth v Wentworth" (1998) 7 Journal of Judicial Administration 187-188. Reinhardt, G, "Orders for Costs Against Plaintiff's Solicitors: Hodgson v Imperial Tobacco Ltd" (1998) 8 Journal of Judicial Administration 5-6. Reinhardt, G, "Apprehended Bias: Carver v Law Society of NSW" (1998) 8 Journal of Judicial Administration 65-67. Reinhardt, G, "Aprehended Bias: Mobil Oil Australia v Lyndel Nominees Pty Ltd" (1998) 8 Journal of Judicial Administration 67-68. Sneddon, M, "Legislating to Facilitate Electronic Signatures and Records - Exceptions, Standards and the Impact on the Statute Book" (1998) 21 University of New South Wales Law Journal 334-403. Sneddon, M, "When On-Line Money Goes Off, Who Carries the Cost?" (1998) 2 Consumer Rights Journal 10-14. Sneddon, M, "Report on Framework Legislation for Electronic Commerce Released by Attorney-General" (1998) 35 Computers and the Law 11-12. Sneddon, M, "Electronic Commerce: Development of Framework Legislation" (1998) 4 Computer and Telecommunications Law Review 89-90. Sneddon, M, "House of Lords Disturbs Sleeping Law on Charges Over Bank Deposits" (1998) 9 Journal of Banking and Finance Law and Practice 134-137. Sneddon, M, "Proposed Framework Legislation for Electronic Commerce and Consumer Protection Issues" (1998) 26 Australian Business Law Review 212-216. Sneddon, M, "Expert Group Recommends E-Commerce Legal Framework" (1998) 144 Communications Update 13-14. Stapledon, G P, "The Duties of Australian Institutional Investors in Regard to Corporate Governance" (1998) 26 Australian Business Law Review 331-357. Stapledon, G P, Austin, R P and Taylor, M, "Corporate Governance and the Company Secretary" (1998) 50 Australian Company Secretary 202-204. Stapledon, G P and Taylor, M, "Applied Corporate Governance Disclosure Under Listing Rule 4.10.3" (1998) 50 Australian Company Secretary 394-396. Stapledon, G P, "The Hampel Report on Corporate Governance" (1998) 16 Company and Securities Law Journal 408-413. Stapledon, G P, "The CLERP Proposal in Relation to Section 232(4): The Duty of Care and Diligence" (1998) 16 Company and Securities Law Journal 144-147. Telfer, J H and Broughan, P, "Future Tense - The Impact of Tax Provisions and the Proposed Financial Arrangements Regime on Australian Residents Trading in Futures" (1998) 32 Taxation in Australia 518-524. Conference Papers Gilligan, G, "Regulatory Change in the Australian Financial Sector"; "Policing the Markets"; "Investors as Victims"; "Corruption in the Political System". Papers presented at the Sixteenth International Symposium on Economic Crime, University of Cambridge, Cambridge, 13-20 September 1998. Hanrahan, P and Ramsay, I, "Commercial and Compliance Issues Relevant to the Planning of an Offer of Investment Products". Paper presented at the 1998 Australian Securities Commission Summer School, Melbourne, 24 February 1998. Hanrahan, P, "The MIB and SIS: Towards Regulatory Uniformity". Paper presented at the Recent Developments in Managed Investments Twilight Seminar co-hosted by the Australian Securities Commission and the Centre for Corporate Law and Securities Regulation, February 1998. Hanrahan, P, "The Managed Investments Bill 1997". Paper presented at the National Council of the Trustee Corporations Association Conference, Canberra, March 1998. Hanrahan, P, "Custody and Trusteeship under the Managed Investments Bill". Paper presented at the IIR Custody Services Conference, Sydney, May 1998. Hanrahan, P, "The New Managed Investments Act". Paper presented at the Law Institute of Victoria Continuing Legal Education Seminar, July 1998. Hanrahan, P, "The Position of Directors of Responsible Entities under the New Managed Investments Law". Paper presented at the Corporate Law Workshop of the Law Council of Australia, Aitkin Hill, Victoria, September 1998. Ramsay, I, "Allocating Liability in Corporate Groups: An Australian Perspective". Paper presented at the conference The Law of Corporate Groups: A Global Perspective, University of Connecticut, 3 April 1998. Ramsay, I, "Disclosure of Corporate Governance Practices by Australian Companies". Paper presented to the Australian Shareholders’ Association, Melbourne, 5 August 1998. Ramsay, I, "Directors’ Duties in Australia: Recent Developments and Enforcement Issues". Paper presented at the conference Developing Directors’ Duties, University of Cambridge, Cambridge, 5 December 1998. Stapledon, G P, "Who Can Rely on the Auditor’s Report? An Examination of the Recent Esanda Case and its Implications". Paper presented at the Australian Society of CPAs Auditors Day, Melbourne, 12 March 1998. Stapledon, G P, "Members’ Rights and Meetings". Paper presented at the Corporate Registry Services Client Information Seminar, Melbourne, 4 August 1998.
MONOGRAPH SERIES IN CORPORATE LAW AND SECURITIES REGULATION During 1998 the Centre published four monographs as part of its monograph series in corporate law and securities regulation. These were:
Managed investment schemes such as public unit trusts, agricultural schemes, serviced strata developments and other investment schemes represent a very substantial part of the Australian economy, with assets under management now totalling over $100 billion. The law governing managed investment schemes was totally rewritten on 1 July 1998, with the commencement of the Managed Investments Act 1998. This book is a comprehensive analysis of the new provisions by leading academic and practitioner Pamela Hanrahan. Managed Investments Law provides expert commentary on the key legislative provisions and ASIC policy statements, covering:
In 1997 over $25 billion in capital was raised by companies listed on the Australian Stock Exchange. Recent court judgments such as the Full Federal Court judgment in Fraser v NRMA Holdings Ltd and the increased emphasis given to the need for due diligence under the Corporations Law, have focused attention upon the liability that can apply to those engaged in capital raising for companies. Those potentially liable include the company, its directors, auditors, bankers, solicitors, underwriters, stockbrokers and those who authorised or caused the issue of the prospectus. This book analyses the liability provisions of the Corporations Law as they apply to those involved in capital raising. It also analyses the defences to liability. The Federal Government has recently proposed amendments to the prospectus provisions of the Corporations Law as part of its Corporate Law Economic Reform Program. The book reviews these proposed changes and considers how they will affect those involved in capital raising.
The recent Australian waterfront dispute highlighted the significance of the corporate group. A key aspect of the dispute was the restructuring of the Patrick group of companies. In one of the judgments resulting from the waterfront dispute, Justice North of the Federal Court stated that the change in the Patrick group structure made it easier to dismiss its workforce. The general issue of use of corporate structures to avoid employee and creditor rights has recently been referred to the Parliamentary Joint Committee on Corporations and Securities. This Research Report presents the results of an empirical study of the group structures in Australia's Top 500 listed companies in 1997. It includes findings on the incidence of subsidiaries across the Top 500 companies, and the size and industry groups of those listed companies with subsidiaries. It also provides a breakdown according to whether the subsidiaries were wholly or partly owned, and the country of origin of the subsidiaries. The Report also gives an overview of the regulatory approaches that have been adopted in Australia in relation to corporate groups. These approaches include:
Institutional investors hold approximately 50% of the shares of companies listed on the Australian Stock Exchange. Institutional investors are now key players in corporate governance. As highlighted in the media, institutions have intervened to shake up boards of underperforming companies. They have also promoted best practice guidelines covering the structure and composition of boards of directors, executive remuneration and other matters. This Research Report outlines the results of a study of the views of institutional investors on corporate governance issues. These issues include voting by institutional investors (including circumstances when institutions vote against management and their views on confidential voting and compulsory voting); monitoring of corporate governance practices by companies in which the institutions invest; liaison with other institutions over corporate governance matters; views on the structure and composition of boards of directors (including independent directors and separating the roles of chairperson and CEO); use of board committees; director and executive remuneration; and barriers to institutional investor activism (including legal barriers such as the takeover provisions of the Corporations Law and economic barriers). Previous monographs of the Centre are:
REVIEWS OF CENTRE FOR CORPORATE LAW MONOGRAPHS Monographs published by the Centre for Corporate Law and Securities Regulation have received positive reviews. Some extracts from these reviews are noted below. "A first-class review of the issues arising from deregulation of services with monopoly elements and provides a good fusion of the theory and its practical applications."Review of Deregulation of Public Utilities: Current Issues and Perspectives published in Agenda: A Journal of Policy Analysis and Reform "This book will no doubt become a contemporary textbook in the study of corporate governance." Review of Corporate Governance and the Duties of Company Directors published in Australian Accountant "This book provides timely perspectives on the various issues surrounding the role of directors and of corporate law in enhancing corporate governance practices…It provides a useful snapshot of the current thinking regarding director liability, regulatory costs and different policy approaches. More importantly, it provides an impressive introduction for newcomers to this area of the law, whilst also prompting a re-evaluation by those familiar with the many policy skirmishes occurring within the confines of the corporate governance debate." Review of Corporate Governance and the Duties of Company Directors published in the Company and Securities Law Journal "This authoritative work discusses the duties of directors in Australia from a legal perspective. In his introduction the editor recognises that there are many definitions of corporate governance and explores why corporate governance has become an issue. In an original insight he also demonstrates the breadth of corporate governance far more fully than most authorities, by identifying the various mechanisms that play a role in corporate governance - viz directors’ legal duties, the structure of the board, auditors, institutional investors, the threat of takeover, disclosure of corporate information, the capital markets, the labour market for managers and executive remuneration, directors’ shareholdings, ownership concentration, corporate financial policy, shareholder voting and litigation, and intervention by regulators." Review of Corporate Governance and the Duties of Company Directors published in Corporate Governance: An International Review "If you have always sought clarification as to just what constitute corporate governance and succinct enlightenment as to the law defining directors’ duties, then Corporate Governance and the Duties of Company Directors is the book for you…Thoughtful consideration has been extended to the issue of corporate governance…while the substantive law pertaining to directors’ duties is admirably presented." Review of Corporate Governance and the Duties of Company Directors published in the Law Institute Journal "This is a useful book for both professionals and academics involved in the corporate and finance sectors. The number of recent cases in which the issue of authority has arisen in recent years…make this book a beneficial addition to the legal library." Review of The Authority of Agents and Officers to act for a Company: Legal Principles published in Current Commercial Law "This monograph is a valuable addition to the existing body of knowledge on this topic and I strongly recommend it to practitioners, teachers and students. It is clearly and precisely written and provides an excellent coverage of this difficult and extremely important topic." Review of The Authority of Agents and Officers to act for a Company: Legal Principles published in the Company and Securities Law Journal "[This book] is on a topical subject of interest to all who work in the corporate environment…It provides practical points for company officers, particularly those involved in lending" Review of The Authority of Agents and Officers to act for a Company published in the Commercial Law Quarterly "This book deserves to be read by all academics and practitioners with an interest in corporate law and shareholders’ rights…It is a fascinating collection of papers by nine leading authorities evaluating the most significant practical and theoretical implications of the decision of the High Court in Gambotto v WCP Ltd." Review of Gambotto v WCP Ltd: Its Implications for Corporate Regulation published in the Company and Securities Law Journal
The Faculty of Law at The University of Melbourne has a very strong graduate program in corporate law and securities regulation. The 17 subjects offered are:
A list of all the Faculty of Law’s graduate subjects offered in 1998 is contained in Appendix A. At the undergraduate level, the following subjects are offered:
In addition, the Faculty is responsible for teaching the subject Corporate Law in the Faculty of Economics and Commerce. A feature of the graduate program in corporate law is the use of international corporate lawyers. These have included Professor Roberta Karmel who is a former Commissioner of the United States Securities and Exchange Commission; Professor Deborah DeMott of Duke University School of Law, Professor Douglas Branson of the University of Pittsburgh School of Law, Professor Dale Oesterle of the University of Colorado Law School, and Ms Cally Jordan of the Asian Development Bank. ____________________ * indicates taught in 1998
CORPORATE LAW ELECTRONIC BULLETIN The monthly Bulletin includes the following:
There are approximately 1,400 subscribers to the Bulletin with a readership estimated at well over 2,000 as the Bulletin is distributed widely within law firms, companies, regulators and government departments. Readers of this Annual Report who are interested in seeing previous issues of the monthly Bulletin can access them through the archive site on the Internet, the address of which is:
Readers who wish to subscribe to the free Bulletin can do so by contacting the Centre Administrator at "cclsr@law.unimelb.edu.au".
COMPETITIVE RESEARCH GRANTS OBTAINED This section identifies the competitive research grants obtained by members of the Centre in 1998. Australian Research Council Strategic Partnership With Industry - Research and Training Grant
This project is the first comprehensive study of the operation of civil penalties and other sanctions for promoting compliance with legislation imposing duties on directors of Australian corporations. It involves an empirical study of enforcement and prosecution activities undertaken by the Australian corporate law regulator, the Australian Securities and Investments Commission (ASIC), from its inception in 1991 until 1998. The significance of the project is that it will be undertaken at a time when there is widespread community concern about corporate crime. The project will evaluate the effectiveness of enforcement of directors' duties by ASIC. Australian Research Council Large Grant
Australian Research Council Small Grant
The Australian Securities and Investments Commission (ASIC) has the power to modify the prospectus - and other fundraising - provisions of the Corporations Law on a case-by-case basis. The project involves an analysis of the use of this power by ASIC. The objective is to determine whether the statutory fundraising requirements could be reduced further than is being proposed under the Federal Government's Corporate Law Economic Reform Program, in order to minimise the cost of capital raising to Australian business. University of Melbourne Faculty of Economics and Commerce Research Grant
Chief Researchers
Corporate Disclosure: An Analysis of the Role of Prospectuses in Capital Raising in Australia and New Zealand
The Impact of Institutional Investors on Capital Markets and Corporate Performance
The Role of Institutional Investors in Corporate Governance and the Influence of Corporate Law on this Role
Chief Researchers
Funds received
The Use and Operation of Management Banning Orders as Enforcement Tools Under the Corporations Law Type of Grant
Chief Researcher
Funds received
Project summary
Analysis of Victorian Legal Signature and Writing Requirements for Compatibility With the Proposed Electronic Commerce Framework Act
This project focuses on the situation where directors divert a business opportunity away from the company of which they are a director either to themselves or to another company of which they are also a director. Specifically, it: (1) examines the means by which courts determine the amounts which are recoverable from directors in equitable proceedings and in proceedings brought under statutory provisions; and(2) seeks to identify the assumptions and policies underlying the results of the decided cases.
(1) how United Kingdom and Australian law depicts women in commercial (including corporate) transactions; and (2) to what extent the law in this area reflects the practical role of women and the concerns of women. PhD Dhammika Amukotuwa: The Role which the "Investor Protection" Objective Plays in the Exercise of the Discretionary Powers of the Australian Securities and Investments Commission Under Part 7.12 of the Corporations Law Supervisor: Professor Ian Ramsay Ryad Chairil: Modelling the Application of Future Indonesian Mineral Policy Co-supervisor: Dr Timothy Lindsey Joseph Eng: A Critical Review of the Customary Land Rights of the Natives of Sarawak Supervisor: Dr Timothy Lindsey Haitham Hawashin: Should Target Company Directors be Allowed to Use Takeover Defensive Measures? Supervisor: Professor Ian Ramsay Lam Kwok: Restructuring of State-owned Enterprises in China Supervisor: Professor Malcolm Smith Penelope Nicholson: Vietnamese Court Development since 1945 Co-supervisor: Dr Timothy Lindsey Benny Tabalujan: The Legal Framework of Corporate Governance in the Indonesian Stock Market - Implications for Shareholders and Foreign Investors Supervisor: Professor Malcolm Smith Judith Wade: The Interrelationship of Private International Law Principles and International Corporate Insolvency Supervisor: Mr Greg Reinhardt Caron Beaton-Wells: Competition Law and the Role which Disciplines such as Marketing, Business Strategy and Consumer Behaviour should play in its Conceptualisation and Application Supervisor: Dr Geof Stapledon Zhang Xu: The Confucian Misgivings: Liang Shuming’s Narrative about Law Supervisor: Professor Malcolm Smith Se Se Zhang: Tensions and Implications - Contractual Aspects of Technology Transfer to China Supervisor: Professor Malcolm Smith SJD Helen Bird: Women in the Boardroom - The Impact of Corporate Law upon Female Participation in Corporate Leadership Supervisor: Professor Ian Ramsay Alice De Jonge: Media and Markets in China and Hong Kong Supervisor: Professor Malcolm Smith Vivien Goldwasser: The Regulation of Stock Market Manipulation Supervisor: Professor Ian Ramsay Geoffrey Green: Reshaping the Legal and Regulatory Regime for Australian Equity Markets to Facilitate the Development of Small and Medium Sized Enterprises Supervisor: Professor Ian Ramsay Pamela Hanrahan: Legal Constraints on Self Dealing in Managed Investment Schemes Supervisors: Dr Elizabeth Boros and Professor Ian Ramsay Master of Laws Sari Baird: The Influence of Foreign Lawyers and APEC on the Development of Law Affecting Commercial Transactions in Indonesia Supervisor: Dr Timothy Lindsey John Chellew: Derivatives - Clearly Dividing the Retail/Wholesale Markets in a Merged Futures/Securities Regime Supervisor: Professor Malcolm Smith Donna Croker: An International Comparative Analysis of Prospectus Liability and Recommendations for Law Reform Supervisor: Professor Ian Ramsay Yvonne De Fina: Litigation in Australia in the Next Millenium Supervisor: Mr Greg Reinhardt Andrew Fawcett: Fighting Over Other People’s Money: Takeovers of Public Unit Trusts Co-supervisor: Ms Pamela Hanrahan Ken Hashimoto: Towards the International Harmonization and Unification of the Arbitration Law Supervisor: Professor Malcolm Smith Caroline Kenny: Directors and Officers Insurance Policies Supervisor: Mr Greg Reinhardt Henry Lloyd: Compulsory Acquisition of Minority Interests Supervisor: Professor Ian Ramsay David Noakes: Corporate Governance and Responsibility. Patrick Stevedores Operations No 2 Pty Ltd v Maritime Union of Australia & OrsSupervisor: Dr Geof Stapledon Justin Pearce: Analysis of the Risks and Documentation Requirements of a United States Financier Seeking to Lend Money to Australian Film Producers and Distributors Secured against Distribution Contracts and/or Territorial Rights Supervisor: Associate Professor Mark SneddonAndrew Phang: The Problems of Financing Infrastructure Development Through the Equity Market in Malaysia Supervisor: Professor Malcolm Smith Terry Reid: A New Legal Framework for a Transitional Economy - The Lao Peoples Democratic Republic Supervisor: Professor Malcolm SmithDavid Roche: Class Actions in the Federal Court Supervisor: Mr Greg Reinhardt THE CENTRE AS A PUBLIC RESOURCE The Centre makes its knowledge and expertise available as a public resource in a number of ways including providing interviews and information to the media, responding to requests for information, and writing submissions on matters of law reform. Submissions During 1998 members of the Centre were responsible for drafting the following submissions: The Corporate Law Economic Reform Program - Oppression Remedy and Statutory Derivative Action. Drafted by Dr Elizabeth Boros for the Companies and Business Organisations Committee of the Law Institute of Victoria and submitted to the Business Law Division of the Federal Department of the Treasury. The Corporate Law Economic Reform Program - Compulsory Acquisitions. Personal submission drafted by Dr Elizabeth Boros and submitted to the Business Law Division of the Federal Department of the Treasury. The Corporate Law Economic Reform Program - Compulsory Acquisitions. Drafted by Dr Elizabeth Boros for the Companies and Business Organisations Committee of the Law Institute of Victoria and submitted to the Business Law Division of the Federal Department of the Treasury. The Corporate Law Economic Reform Program - Directors’ Duty of Care. Personal submission drafted by Dr Geof Stapledon and submitted to the Business Law Division of the Federal Department of the Treasury. The Corporate Law Economic Reform Program. Personal submission drafted by Dr Geof Stapledon and submitted to the Parliamentary Joint Committee on Corporations and Securities. Company Directors: Regulating Conflicts of Interest and Formulating a Statement of Duties. Personal submission drafted by Dr Geof Stapledon and Mr Jonathan Bates and submitted to the English and Scottish Law Commissions. The Corporate Law Economic Reform Program Proposals. Professor Ian Ramsay participated in the preparation of submissions prepared by the Corporations Law Committee of the Australian Institute of Company Directors and the Corporations Law Committee of the Business Law Section of the Law Council of Australia which were submitted to the Business Law Division of the Federal Department of Treasury. Requests for informationDuring 1998 members of the Centre provided information on Australian corporate law to a number of overseas academics, securities commissions and law reform commissions. Media During the course of the year members of the Centre gave a number of interviews to newspaper journalists and radio journalists. In addition, the monograph written by Professor Ian Ramsay, Dr Geof Stapledon and Mr Kenneth Fong titled Institutional Investors’ Views on Corporate Governance received extensive media coverage. This included articles in The Age, The Australian Financial Review, The Sydney Morning Herald, The Herald-Sun, The Daily Telegraph, The Courier Mail and The West Australian. Some of the newspaper articles published in 1998 which reported on the research of the Centre included: ‘Call for overhaul of corporate regulation’, The Age, 24 November 1998 ‘Institutions seek stronger voice’, The Age, 4 November 1998 ‘Investors want more influence over boards’, The Sydney Morning Herald, 4 November 1998 ‘Institutions acknowledge conflict’, The Daily Telegraph, 4 November 1998 ‘Investors seek leave to lobby’, The West Australian, 4 November 1998 ‘Big investors admit conflict potential’, The Herald-Sun, 4 November 1998 ‘Institutions check’, The Courier Mail, 4 November 1998 ‘Beware: directors in danger’, The Australian Financial Review, 4 July 1998 ‘Back to the boardroom’, The Australian Financial Review, 21 March 1998 Administrative Law: Australia and the United States of America Compared Advanced Restrictive Trade Practices Alternative Dispute Resolution Asia-Pacific Constitutional Systems Australian Income Tax System Australian International Taxation Broadcasting and Telecommunications Law Commercial Applications of Equity Commercial Dispute Resolution Commercial Law in South East Asia Company Takeovers Comparative Companies Law in the Asia-Pacific Region Comparative Law Comparative US and Australian Taxation Competition Law and Intellectual Property Constitutional Rights Consumer Credit Law Copyright and Designs Corporate Governance and the Duties of Directors Corporate Taxation Current Issues in Constitutional Law Current Issues in Corporate Insolvency Current Issues in Corporate Law Dealing with Government Discrimination and Dismissal Law Electronic Banking and Payments Employment Law Energy Regulation Law and Policy Environmental Law Environmental Law: Current Energy and Resources Issues Fundamentals of the Common Law Global Banking and Finance Transactions Goods and Services Tax Income Tax Law of the EC Indonesian Law Information Technology Law Infrastructure Development in Australia and Overseas The Insurance Contract Insurance Intermediaries Insurance Litigation International Carriage of Goods International Criminal Law International Dispute Resolution International Environmental Law International Humanitarian Law International Issues in Intellectual Property International Law and the Middle East Conflict International Marketing: Franchising, Distribution and Licensing International Trade Law Judicial Administration Labour Relations Law Law Medicine and Ethics Licensing Law and Technology Transfer The Media and the State Medical Law: Professionals and Procedures Medical Law: Statutory Obligations of Health Professionals Members’ Remedies Mineral Exploration and Production Law Multimedia and the Law Native Title Law and Resources Development Patents and Trade Secrets Principles of Public and International Law Privacy, Publicity and the Law Professional Indemnity Insurance Researching Labour Law Resources Joint Ventures and Transactions Resources Projects in Indonesia: Legal and Regulatory Issues Restructuring Government Business Enterprises Rethinking Citizenship, Rights and Gender Sport, Commerce and the Law Statehood, Sovereignty and Self Determination Structure and Operation of the European Community Taxation of Business and Investment Income Taxation of Controlled Foreign Companies, Foreign Investment Funds and Transferor Trusts Taxation of Partnerships and Trusts Taxation of Remuneration Trade Marks and Unfair Competition Transfer Pricing in International Taxation Unions and Industrial Action Water Resources Law Workplace Health and Safety APPENDIX B: 1998 FACULTY OF LAW PUBLICATIONS Books Buckley E, Sports Law: Name and Image, National Publishing Group in association with Starsports International, Sydney (1998). Christie A and Gare S, Blackstone's Intellectual Property Statutes, Blackstone Press, London (1998). Hanrahan P, Managed Investments Law, CCH Australia and Centre for Corporate Law and Securities Regulation, Melbourne (1998). Lindsey T (ed), Indonesia: Law and Society, Federation Press, Sydney (1998). Mullins A and McRae H, Australian Constitutional Convention 1937-85: A Guide to the Archives, Centre for Comparative Constitutional Studies, University of Melbourne, Melbourne (1998). Palmer A, Principles of Evidence, Cavendish, Sydney (1998). Ramsay I, Bristow, A, Mason, S and McDonald, M, The New Corporations Law, CCH Australia, Sydney (1998). Ramsay I, Walker G and Fisse B, Securities Regulation in Australia and New Zealand, LBC Information Services, Sydney (1998). Reinhardt G, Colbran S, Spender P, Jackson S and Douglas R, Civil Procedure: Commentary and Materials, Butterworths, Sydney (1998). Richardson M and Ricketson S, Intellectual Property: Cases, Materials and Commentary, Butterworths, Sydney (1998). Rubenstein K, Johnstone R, Patterson J, Improving Criteria and Feedback in Student Assessment in Law, Cavendish, Sydney (1998). Skene L, Law and Medical Practice: Rights, Duties, Claims and Defences, Butterworths, Sydney (1998). Chapters in Books Boros E, 'Altering the Articles of Association to Acquire Minority Shareholdings' in BAK Rider (ed), The Realm of Company Law (1998) Kluwer, London, 107-130. Bryan M, 'Recovering Misdirected Money From Banks: Ministerial Receipt at Law and Equity' in FD Rose (ed), Restitution and Banking Law (1998) Mansfield Press, Oxford, 161-188. Christie A, 'Copyright Protection for Websites' in A Fitzgerald, B Fitzgerald, P Cook and C Cifuentes (eds), Going Digital: Legal Issues for Electronic Commerce, Multimedia and the Internet (1998) Prospect Media, Sydney, 1-12. Cooper G S and Gordon R K, 'Taxation of Enterprises and Their Owners' in V Thuronyi (ed), Tax Law Design and Drafting (1998) International Monetary Fund, Washington, 811-893. Creighton B, 'Reforming the Contract of Employment' in R McCallum, A Frazer and P Ronfeldt (eds), Individual Contracts and Workplace Relations (1997) ACIRRT, Sydney, 77-102. Creighton B, 'Section 127 of the Workplace Relations Act and the Regulation of Industrial Conflict' in R Naughton (ed), The Workplace Relations Act in Operation: Eight Case Studies (1998) Centre for Employment and Labour Relations Law, Melbourne, 49-54. Davies M, 'Product Liability in International Markets' in N Mullany and A Linden (eds), Torts Tomorrow: Essays in Honour of John Fleming (1998) LBC Information Services, Sydney, 130-151. Gilligan G, 'The City of London and the Development of English Financial Services Law' in BAK Rider (ed), The Corporate Dimension (1998) Jordan Publishing, London, 1-20. Lindsey T, 'Indonesia: Reinventing a Legal System - Too Much, Too Little, Too Late.' in A Tay and C Leung (eds), East Asia: Nation Building, Human Rights and Trade (1998) LBC Information Services, Sydney, 515-537. Lindsey T, 'Bridging Differences: A Legal Relationship with Substance' in I Sulaiman, G Hanafi Soyan and S Luke Smith (eds), Bridging the Arafura Sea: Australia-Indonesia Relations in Prosperity and Adversity (1998) Asia Pacific Press, Canberra, 119-132. Luntz H, 'The Collateral Source Rule Thirty Years On' in J Stapleton and P Cane (eds), The Law of Obligations: Essays in Celebration of John Fleming (1998) Clarendon Press, New York, 377-408. Luxton N, 'Section 127 and Protest Action: The 'Scrap the Lap' Campaign Case' in R Naughton (ed), The Workplace Relations Act in Operation: Eight Case Studies (1998) Centre for Employment and Labour Relations Law, Melbourne, 55-62. Mathew P, 'Immigration Law and Human Rights' in D Kinley (ed), Human Rights in Australian Law (1998) Federation Press, Sydney, 141-168. Morgan J, 'Legal Theory' in B Caine (ed), Australian Feminism (1998) Oxford University Press, Melbourne, 188-197. Ramsay I, 'Models of Corporate Regulation: The Mandatory/Enabling Debate' in R Grantham and C Rickett (eds), Corporate Personality in the 20th Century (1998) Hart Publishing, Oxford, 215-270. Ramsay I, Lange H and Woo L, 'Takeover Defence Decisions: A Study of the Impact of Management and Large Shareholder Ownership' in G Griffin (ed), Management Theory and Practice: Moving to a New Era (1998) Macmillan, Melbourne, 315-341. Ramsay I, Walker G, and Fisse B, 'Introduction to Securities Regulation Issues' in G Walker, B Fisse and I Ramsay (eds), Securities Regulation in Australia and New Zealand (1998) LBC Information Services, Sydney, xxv-xli. Ramsay I and Blair M, 'Mandatory Corporate Disclosure Rules and Securities Regulation' in G Walker, B Fisse and I Ramsay (eds), Securities Regulation in Australia and New Zealand (1998) LBC Information Services, Sydney, 55-87. Rubenstein K, 'Citizenship in a Borderless World' in A Anghie and G Sturgess (eds), Legal Visions of the 21st Century: Essays in Honour of Judge Weeramantry (1998) Kluwer Law International, The Hague, 183-206. Saunders C, 'The Role and Importance of State Constitutions' in R Gray (ed), Constitutional Foundations (1998) Northern Australia Research Unit, Australian National University, Canberra, 10-22. Stapledon G, 'Australian Share Market Ownership' in G Walker, B Fisse and I Ramsay (eds), Securities Regulation in Australia and New Zealand (1998) LBC Information Services, Sydney, 242-260. Taylor V, 'Asian Contracts: An Indonesian Case Study' in A Milner and M Quilty (eds), Episodes: Australia in Asia (1998) Oxford University Press, Melbourne, 159-180. Taylor V, 'Legal Longtitude: Australia, Japan and Contemporary Legal Scholarship' in P Jain (ed), Australasian Studies of Japan (1998) Central Queensland University Press, Rockhampton, 201-225. Tham JC, 'The APS Shake-up' in R Naughton (ed), The Workplace Relations Act in Operation: Eight Case Studies (1998) Centre for Employment and Labour Relations Law, Melbourne, 63-75. Tilbury M, 'Uniformity, the Constitution and the Australian Defamation Law at the Turn of the Century' in NJ Mullany and Justice AM Linden (eds), Torts Tomorrow: A Tribute to John Fleming (1998) LBC Information Services, Sydney, 244-270. Vranken M, 'Labour Law Deregulation and the Australian Workplace Relations Act' in C Engels, and M Weiss (eds), Labour Law and Industrial Relations at the Turn of the Century (1998) Kluwer, The Hague, 823-835. Vranken M, 'Common Law Versus Specialist Jurisdiction in Labour Law' in DR Nolan (ed), The Australasian Labour Law Reforms: Australia and New Zealand at the End of the Twentieth Century (1998) Federation Press, Sydney, 21-28. White J, 'Women and the Workplace Relations Act' in R Naughton (ed), The Workplace Relations Act in Operation: Eight Case Studies (1998) Centre for Employment and Labour Relations Law, Melbourne, 30-39. Wood D and Sampford C, 'Theoretical Dimensions of Legal Education' in J Goldring, Sampford C and Simmonds R (ed), New Foundations in Legal Education (1998) Cavendish, Sydney, 100-116. Referreed Journal Articles Bhuta N, 'Mabo, Wik and the Art of Paradigm Management' (1998) 22 Melbourne University Law Review 24-41. Bird H, 'A Critique of the Proprietary Nature of Share Rights in Australian Publicly Listed Corporations' (1998) 22 Melbourne University Law Review 131-161. Boros E, 'Compulsory Acquisition of Minority Shareholdings: The Way Forward?' (1998) 16 Company and Securities Law Journal 279-296. Brown C, 'International Environmental Law in the Regulation of Offshore Installations and Seabed Activities: The Case for a South Pacific Regional Protocol' (1998) 17 Australian Mining and Petroleum Law Journal 109-137. Bryan M, 'The Liability of Banks to Make Restitution for Wrongful Payments' (1998) 26 Australian Business Law Review 93-110. Chandra-Shekeran S, 'Challenging the Fiction of the Nation in the Reconciliation Texts of Mabo and 'Bringing Them Home'' (1998) 11 Australian Feminist Law Journal 107-133. Chapman A, 'Qantas Airways v Christie' (1998) 22 Melbourne University Law Review 743-762. Chapman A, 'Corporate Restructuring and Discrimination: Commonwealth Bank of Australia v Human Rights and Equal Opportunity Commission' (1998) 11 Australian Journal of Labour Law 136-143. Christie A, 'Patents for Algorithms in Australia' (1998) 20 Sydney Law Review 517-552. Colla A, 'Schemes of Arrangement as an Alternative to Friendly Takeover Schemes: Recent Developments' (1998) 16 Company and Securities Law Journal 365-383. Creighton B, 'The Role of the State in Regulating Employment' (1997) 2 Flinders Journal of Law Reform 103-130. Creighton B, 'Transmission of All or Part of a Business: A Neglected Issue in Australian Industrial and Employment Law' (1998) 26 Australian Business Law Review 162-183. Creighton B, 'The ILO and the Protection of Fundamental Human Rights in Australia' (1998) 22 Melbourne University Law Review 239-280. Crocker BA, 'The Timor Gap Treaty: Petroleum Industry Concerns in Post-Suharto Indonesia' (1998) 38 International Law News 18-25. Crommelin M, 'The Legal Character of Resource Titles' (1998) 17 Australian Mining and Petroleum Law Journal 57-70. Davies M, 'Australian Maritime Law Decisions 1997' (1998) Lloyd's Maritime and Commercial Law Quarterly 394-410. Dunn K, 'Splitting the Difference: Superannuation, Equality and Family Law' (1998) 12 Australian Journal of Family Law 214-239. Farrer J, 'Australia's Dividend Laws: The Case for Mandatory Disclosure of the Dividend Decision' (1998) 20 The Sydney Law Review 41-77. Forsyth J, 'Anarchy in the Forests: A Plethora of Rules, an Absence of Enforceability' (1998) 15 Environmental and Planning Law Journal 338-350. Fung J, 'The Case of an Awkward Interface: Patents v Competition' (1998) 21 University of New South Wales Law Journal 757-786. Haberfield L, 'Lowns v Woods and the Duty to Rescue' (1998) 6 Tort Law Review 56-80. Hanrahan P, '(Ir)Responsible Entities: Reforming Manager Accountability in Public Unit Trusts' (1998) 16 Company and Securities Law Journal 76-92. Hassal G and Saunders C, 'Trends in Asia-Pacific Constitutions in 1996' (1998) 4 Asia-Pacific Constitutional Yearbook 1996 1-30. Hunter R, 'Litigants in Person in Contested Cases in the Family Court' (1998) 12 Australian Journal of Family Law 171-178. Hunter R, 'Disparate Impact Discrimination: American Oddity or International Concept?' (1998) 19 Berkeley Journal of Employment and Labor Law 108-152. Hunter D, 'No Wilderness of Single Instances: Inductive Inference in Law' (1998) 48 Journal of Legal Education 365-402. Kaspiew R, 'Equal Parenting or the Effacement of Mothers?: B and B1 and the Family Law Reform Act 1995 (Cth)' (1998) 12 Australian Journal of Family Law 69-98. Kenyon A, 'Problems with Defamation Damages' (1998) 24 Monash Law Review 70-93. Lam AT, 'Helping Shoots Grow by Pulling Them Upward: Misconceptions Regarding Copyright Protection in the PRC' (1998) 34 Intellectual Property Forum 14-32. Lindell G, 'Expansion or Contraction? Some Reflections About the Recent Judicial Developments on Representative Democracy' (1998) 20 Adelaide Law Review 111-146. Lindsey T, 'The IMF and Insolvency Law Reform in Indonesia' (1998) 34 Bulletin of Indonesian Economic Studies 119-124. Lindsey T, 'Square Pegs in Round Holes: Fitting Modern Title into Traditional Societies in Indonesia' (1998) 7 Pacific Rim Law and Policy Journal 699-719. Luntz H, 'Compensation for Loss of an Economic Nature' (1998) Cahiers du Droit 273-304. Malkin I, 'Product Liability Under the Trade Practice Act and the Common Law' (1998) 6 Torts Law Journal 204-215. Mathews R, 'Entry into Force of the Chemical Weapons Convention' (1998) SIPRI Yearbook: Armaments, Disarmament and International Security 490-500. McCormack T, 'The Sandline Affair: Papua New Guinea Resorts to Mercenarism to End the Bougainville Conflict' (1998) Yearbook of International Humanitarian Law 292-300. Mitchell R, 'Juridification and Labour Law: A Legal Response to the Flexibility Debate in Australia' (1998) 14 International Journal of Comparative Labour Law and Industrial Relations 113-135. Mitchell A, 'Industrial Democracy: Reconciling Theories of the Firm and State' (1998) 14 International Journal of Comparative Labour Law and Industrial Relations 3-40. Mould H, 'The Proposed Environment Protection and Biodiversity Conservation Act: The Role of the Commonwealth in Environmental Impact Assessment' (1998) 15 Environmental and Planning Law Journal 275-286. Nicholson P, 'Vietnam' (1998) Asia-Pacific Constitutional Yearbook 1996 373-386. Otto D, 'Rethinking Universals: Opening Transformative Possibilities in International Human Rights Law' (1998) 18 Australian Yearbook of International Law 1-36. Otto D, 'Everything is Dangerous: Some Post-Structural Tools for Rethinking the Universal Claims of Human Rights Law' (1998) 5 Australian Journal of Human Rights 17-46. Palmer A, 'Police Deception, the Right to Silence and the Discretionary Exclusion of Confessions' (1998) 22 Criminal Law Journal 325-340. Patmore G, 'Making Sense of Representative Democracy and the Implied Freedom of Political Communication in the High Court of Australia: Three Possible Models' (1998) 7 Griffith Law Review 97-123. Raff M, 'Environmental Obligations and the Western Liberal Property Concept' (1998) 22 Melbourne University Law Review 657-692. Ramsay I and Sidhu B, 'Accounting and Non-Accounting Based Information in the Market for Debt: Evidence from Australian Private Debt Contracts' (1998) 38 Accounting and Finance 197-221. Ramsay I and Farrer J, 'Director Share Ownership and Corporate Performance: Evidence from Australia' (1998) 6 Corporate Governance: An International Review 233-248. Ramsay, I and Stapledon G, 'The Influence of Commercial Law Journals: Citation Analysis' (1998) 26 Australian Business Law Review 298-303. Sarmas L, 'A Response to Justice Peter Heely' (1998) 3 Newcastle Law Review 82-93. Skene L, 'Patient's Rights or Family Responsibilities?' (1998) 6 Medical Law Review 1-41. Sneddon M, 'Legislating to Facilitate Electronic Signatures and Records - Exceptions, Standards and the Impact on the Statute Book' (1998) 21 University of New South Wales Law Journal 334-403. Stapledon G, 'The Duties of Australian Institutional Investors in Relation to Corporate Governance' (1998) 26 Australian Business Law Review 331-357. Stern S, 'Electronic Money' (1998) 2 Company Financial and Insolvency Law Review 217-234. Tehan M, 'Customary Title, Heritage Protection and Protection of Property Rights in Australia: Emerging Patterns of Land Use in the Post-Mabo Era' (1998) 7 Pacific Rim Journal of Law and Policy 765-802. Tehan M, 'Delgamuukw v British Columbia' (1998) 22 Melbourne University Law Review 763-782. Telfer J and Broughan P, 'Future Tense: The Impact of Tax Provisions and the Proposed Financial Arrangements Regime in Australian Residents Trading in Futures' (1998) 32 Taxation in Australia 518-524. Tilbury M, 'Remedial Choice and Contract Drafting' (1998) 13 Journal of Contract Law 5-38. Vranken M, 'Duty to Rescue in Civil and Common Law: Les Extremes Se Touchent?' (1998) 47 International and Comparative Law Quarterly 934-942. Walker S, 'Lange v ABC: the High Court Rethinks the "Constitutionalisation" of Defamation Law' (1998) 6 Torts Law Journal 9-28. Waugh J, 'Evading Parliamentary Control of Government Spending: Some Early Case Studies' (1998) 9 Public Law Review 28-42. Waugh J, 'Australia' (1998) Asia-Pacific Constitutional Yearbook 1996 31-54. Wood D, 'Judges and Community Involvement' (1998) 7 Journal of Judicial Administration 229-255. Young M, 'At the Crossroads: Protective Mechanisms for Victoria's Biodiversity' (1998) 15 Environmental and Planning Law Journal 190-198. Unrefereed Journal Articles Bergin E, 'Disclosure of Compliance with Environmental Obligations in the Company Law Review Act: A Case Study' (1998) 3 Australian Environmental Law News 14-28. Darmos Z, 'Legal (In)Equality for NESB Australians?' (1998) 2 Protocol 8-16. Edwards J, 'ANZELA Newsletter' (1998) 1 and 2 ANZELA Newsletter. Hall A, 'Risky Business: Criminalising the Transmission of HIV' (1998) 9 HIV/AIDS Legal Link 8-9. Ramsay I and Hoad R, 'Disclosure: Corporate Governance in Practice' (1998) 14 Company Director 10-14. Sneddon M, 'When On-Line Money Goes Off, Who Carries the Cost?' (1998) 2 Consumer Rights Journal 10-14. Stapledon G, 'Corporate Governance and the Company Secretary' (1998) 50 Australian Company Secretary 202-204. Stapledon G and Taylor M, 'Applied Governance: Disclosure under Listing Rule 4.10.3' (1998) 50 Australian Company Secretary 394-396. Winckel A, ‘Reproductive Technology: The Dead Man's Sperm Case’ (1998) 23 Alternative Law Journal 288-289. Letter or NoteChapman A, ‘Discrimination in Restructuring and Downsizing: The Response of the Federal Court’ (1998) 4 Employment Law Bulletin 17-18. Cooper GS, ‘Australia Introduces Changes to International Tax Regime’ (1998) 19 Tax Notes International 690-691. Cooper GS, ‘Australian Treasury Releases Further Draft Laws on Dividends’ (1998) 17 Tax Notes International 151. Cooper GS, ‘Objectives of a Tax Rulings System’ (1998) Tax Rulings 18-20. Evans R, ‘Conspiracy to Defraud - Tests of Dishonesty’ (1998) 22 Criminal Law Journal 230-232. Fehlberg B, ‘Surety Wives and Australian Law: Garcia v National Australia Bank Ltd’ (1998) 4 Current Family Law 207-211. Hanrahan P, ‘Managed Investments’ (1998) 12 Commercial Law Quarterly 20-21. Hanrahan P, ‘Managed Investments’ (1998) Australian Corporate News 376-380. Hassal G, ‘Cambodian Elections: A LAWASIA Observer Reports’ (1998) July-September LAWASIA Update 6-7. Kenyon A, ‘Casenote: Communal Interests in Copyright to Australian Aboriginal Art’ (1998) 3 Art, Antiquity and the Law 407-412. Kenyon A, ‘Third UNESCO Heritage Forum’ (1998) 3 Art, Antiquity and the Law 421-424. Kenyon A, ‘Editorial: The International Council of Museums in Australia’ (1998) 3 Media and Arts Law Review 179. Kenyon A, ‘Book Review: Art Loans (by Norman Palmer)’ (1998) 3 Media and Arts Law Review 230-233. Kenyon A, 'Update' (1998) 3 Media and Arts Law Review 105-107. Kenyon A, ‘Editorial: Australian Law and the Media: The International Consortium of Investigative Journalists’ (1998) 3 Media and Arts Law Review 123. Kenyon A, ‘Update’ (1998) 3 Media and Arts Law Review 162-165. Kenyon A, ‘Editorial’ (1998) 3 Media and Arts Law Review 3. Kenyon A, 'Update' (1998) 3 Media and Arts Law Review 57-58. Maddison J, 'Scuba Diving Expenses Not Deductable' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 4. Maddison J, 'Betterment Charge on ACT Football Club's Crown Lease' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 4-5. Mitchell R, 'The Waterfront Dispute and Industrial Relations' (1998) Political and Economic Newsletter 4-5. Opie H, 'Editorial' (1996) 6 Australia and New Zealand Sports Law Association Newsletter 2. Opie H, 'Editorial' (1996) 6 Australia and New Zealand Sports Law Association Newsletter 2. Opie H, 'Editorial' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 2. Opie H, 'Natural Justice Requires Time' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 6-7. Opie H, 'Personality Profile: Rod Gillam' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 14-15. Opie H, 'Editorial' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 2. Opie H, 'Editorial' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 2. Opie H, 'Anti-Siphoning and Cricket' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 6. Opie H, 'Editorial' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 2. Opie H, 'Running Backwards Can Lead to a Fall' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 3-4. Opie H, 'Unduly Interfering with an Umpire' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 4-6. Opie H, 'Shift the Fairway!' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 6. Opie H, 'Book Review: Sports and the Law in Canada' (1997) 7 Australia and New Zealand Sports Law Association Newsletter 13. Reinhardt G, 'Structured Settlements: Are We Moving Closer?' (1998) 13 Insurance Law Bulletin 25-26. Reinhardt G, 'More on Taxation of Interest on Damages in Personal Injuries Cases' (1998) 13 Insurance Law Bulletin 45-47. Reinhardt G, 'Casenote: Cusamo v MLC Insurance Ltd (1998) 13 Insurance Law Bulletin 106-107. Reinhardt G, 'Casenote: Re Silverstein; Ex Parte Evenage Pty Ltd' (1998) 13 Insurance Law Bulletin 107-108. Reinhardt G, 'Casenote: McCann v Switzerland Insurance Australia Ltd' (1998) 13 Insurance Law Bulletin 108-110. Reinhardt G, 'Forum Shopping and Insurers' (1998) 13 Insurance Law Bulletin 48-50. Reinhardt G, 'Liability of Insurers for Costs of Litigation' (1998) 13 Insurance Law Bulletin 53. Reinhardt G, 'Reinstatement Vesus Indemnity' (1998) 13 Insurance Law Bulletin 73-78. Reinhardt G, ‘Xth World Congress of the International Association for Insurance Law’ (1998) 13 Insurance Law Bulletin 79-80. Reinhardt G, 'Liability of Financial Advisers for Taxation Advice: Implications for Insurers' (1998) 13 Insurance Law Bulletin 89-90. Reinhardt G, 'Dealing with the Submission of Apprehended Bias: Panagopolous v Southern Healthcare Network and Foundation' (1998) 7 Journal of Judicial Administration 127-128. Reinhardt G, 'Caseflow Management Where Established by Rules of Court: Vordemeier v Alguna Developments Pty Ltd' (1998) 7 Journal of Judicial Administration 129. Reinhardt G, 'What is Judicial Bias?: Wentworth v Wentworth' (1998) 7 Journal of Judicial Administration 187-188. Reinhardt G, 'Orders for Costs Against Plaintiff's Solicitors: Hodgson v Imperial Tobacco Ltd' (1998) 8 Journal of Judicial Administration 5-6. Reinhardt G, 'Apprehended Bias: Carver v Law Society of NSW' (1998) 8 Journal of Judicial Administration 65-67. Reinhardt G, 'Aprehended Bias: Mobil Oil Australia v Lyndel Nominees Pty Ltd' (1998) 8 Journal of Judicial Administration 67-68. Reinhardt G, 'Courts and Tribunals: Supreme Court Judgments' (1998) 72 Law Institute Journal. (11 articles published in 1998) Richardson M, 'Review of AK Sanders, Unfair Competition Law: The Protection of Intellectual and Industrial Creativity' (1998) European Intellectual Property Review 359-360. Shelton L, 'Parody: An Exception to Copyright Infringement' (1998) 3 Media and Arts Law Review 227. Sneddon M, 'Report on Framework Legislation for Electronic Commerce Released by Attorney-General' (1998) 35 Computers and the Law 11-12. Sneddon M, 'Electronic Commerce: Development of Framework Legislation' (1998) 4 Computer and Telecommunications Law Review 89-90. Sowden T, 'Limits to Film Copyright' (1998) 3 Media and Arts Law Review 223-226. Tehan M, 'Book Review: Commentary on the Unidroit Convention on the Stolen and Illegally Exported Cultural Objects (by Lyndell V Prott)' (1998) 3 Media and Arts Law Review 115-118. Wood D, 'Book Review: Rethinking Native Title and Indigenous Policy' (1998) 21 University of New South Wales Law Journal 295-301. Contributions Other than Articles to a Refereed Journal Bryan M, 'Book Review: IM Jackman, The Varieties of Restitution' (1998) 22 Melbourne University Law Review 491-494. Davies M, 'A Chink (or Two) in the Bill of Lading Plaintiff's Jurisdictional Armour? Good News for Australian Maritime Arbitration?' (1998) 26 Australian Business Law Review 70-74. Hassal G, 'Observing the 1998 Cambodian General Election' (1998) 1998 LAWASIA Journal 82-98. Hassal G, 'Developments: South Pacific' (1998) 9 Public Law Review 69-75. Hassal G, 'Developments: Asia' (1998) 9 Public Law Review 140-142. Hassal G, 'Pacific Islands' (1998) 9 Public Law Review 216-219. Hassal G, 'Developments: Asia' (1998) 9 Public Law Review 286-288. Lindell G, 'October Symposium: The Race Power: Introduction and Other Observations' (1998) 9 Public Law Review 265-277. Luntz H, 'Liability of Statutory Authorities for Omissions' (1998) 6 Torts Law Journal 107-112. Richardson M, 'Freedom of Political Discussion and Intellectual Property Law in Australia' (1998) Entertainment Law Review 3-8. Saunders C, 'How Important was the Convention?' (1998) 21 University of New South Wales Law Journal 268-274. Saunders C, 'Sir Daryl Dawson: An Oration' (1998) 20 Adelaide Law Review 1-10. Sneddon M, 'House of Lords Disturbs Sleeping Law on Charges Over Bank Deposits' (1998) 9 Journal of Banking and Finance Law and Practice 134-137. Sneddon M, 'Proposed Framework Legislation for Electronic Commerce and Consumer Protection Issues' (1998) 26 Australian Business Law Review 212-216. Sneddon M, 'Expert Group Recommends E-Commerce Legal Framework' (1998) 144 Communications Update 13-14. Stapledon G, 'The Hampel Report on Corporate Governance' (1998) 16 Company and Securities Law Journal 408-413. Stapledon G, 'The CLERP Proposal in Relation To Section 232(4): The Duty of Care and Diligence' (1998) 16 Company and Securities Law Journal 144-147. Triggs G, 'Kyoto Protocol to the UN Framework Convention on Climate Change: Recognition of Differentiation' (1998) 17 Australian Mining and Petroleum Law Journal 30-39. Triggs G, 'The Timor Gap Treaty between Australia and Indonesia: Straddle Deposits Expose Legal Issues' (1998) 1998 LAWASIA Journal 117-130. Waugh J, 'A Question of Capacity: the case of Justice Bruce' (1998) 9 Public Law Review 223-226. Reference Work Chapman A, 'Sexual Harassment' in The Laws of Australia (1998) LBC Information Services, Sydney. Christie A and Ricketson S, 'Intellectual Property' in The Laws of Australia (1998) LBC Information Services, Sydney. Creighton B, 'Rights of Association and Representation' in Encyclopaedia of Occupational Health and Safety (1998) International Labour Law Office, Geneva, 21.13-21.29. Creighton B, 'Supreme Court of Victoria (Court of Appeal): Ryan v Textile Clothing and Footwear Union of Australia' in International Labour Law Reports (1998) Sijthoff & Noordhoff, Alphen aan den Rijn, The Netherlands. Evans R, 'Defences' in The Laws of Australia (1998) LBC Information Services, Sydney, 1-14. Evans R, 'Criminal Offences' in The Laws of Australia (1998) LBC Information Services, Sydney, 175-198. Hanrahan P, 'Managed Investment Schemes' in Australian Corporations and Securities Law Reporter (1998) CCH, Sydney, 256,501-264,002. Lanham D, 'Restitution and Compensation Orders' in Halsbury's Laws of Australia (1998) Butterworths, Sydney, 38 pp. Raff M, 'Environment, Land Use and Planning' (1998) Fitzroy Legal Service Law Handbook 1998, Melbourne, 345-362. Reinhardt G, 'Australia - Insurance Intermediaries' in National Reports - Intermediaries - International Association for Insurance Law (1998) Impremerie Najah el Jadida, Casablanca, 17-36. Rhoades H, 'Parenting Orders and Related Matters' in Laws of Australia (1998) LBC Information Services, Sydney, chapter 17.17. Skene L, 'Health Law' (1998) Fitzroy Legal Service Law Handbook 1998, Melbourne, 414-422. Stapledon G and Duns J, 'Restrictive Trade Practices' in The Laws of Australia (1998) LBC Information Services, Sydney. Telfer J, 'Update' in Wills, Probate and Administration - Victoria (1998) LBC Information Services, Sydney. Tilbury M, 'Damages for Personal Injury' in Halsbury's Laws of Australia (1998) Butterworths, Sydney, 260.463 - 260.488. Tilbury M, 'Damages for Injury to Property' in Halsbury's Laws of Australia (1998) Butterworths, Sydney, 260.543 - 260.563. Reports and Working Papers Cooper GS, 'Improving the Operation of the Income Tax Rulings System', prepared for Ralph Committee on Reform of Business Taxation (1998). Hunter R, 'Equality of Opportunity for Women at the Victorian Bar: A Report to the Victorian Bar Council', prepared for The Victorian Bar Council (1998). Otto D, 'Wrap-Up: Non-State Actions and Their Influence on International Law', prepared for The 92nd Annual Meeting of the American Society of International Law, Washington DC April 1-4 1998 (1998). Richardson M, 'Report on the Economics of Joint and Several Liability Versus Proportionate Liability', prepared for The Victorian Attorney-General's Law Reform Advisory Council (1998). Saunders C, 'The Constitutional Preamble', prepared for The Fiji Constitution Reform Commission (1998). Sneddon M, Argy P, Briggs M, Hamilton K, Leonard P, Martin R, McCullagh A, Piccinin C, Simpson C, Upton S and Clift J, 'Electronic Commerce: Building the Legal Framework', prepared for The Federal Attorney-General's Expert Group on Electronic Commerce (1998). Stapledon G, Ramsay I and Fong K, 'Institutional Investors Views on Corporate Governance', prepared for The Centre for Corporate Law and Securities Regulation (1998). Stapledon G and Ramsay I, 'Corporate Groups In Australia', prepared for The Centre for Corporate Law and Securities Regulation (1998). Tilbury M, Adams A, Hodgson D and Kelly C, 'Set-Off (Discussion Paper 40)', prepared for the New South Wales Law Reform Commission (1998). Tilbury M, Adams A, Hodgson D and Kelly C, 'Uniform Succession Laws: The Law of Wills', prepared for the New South Wales Law Reform Commission (1998). 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