Corporations Act 2001
CCH note - modifying legislative instruments: The application of Ch 6 is affected by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Takeover Bids) Instrument 2023/683; the ASIC Corporations (Warrants: Relevant Interests and Associations) Instrument 2023/687; the ASIC Corporations (Replacement Bidder ' s and Target ' s Statements) Instrument 2023/688; and the ASIC Corporations (Relief to Facilitate Admission of Exchange Traded Funds) Instrument 2024/147.
For other legislative instruments or class orders before 1 January 2022 that affect the application of Ch 6, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.
Note: This Chapter only applies to acquisitions of interests in a CCIV if the CCIV is a listed company: see Division 1 of Part 8B.7 .
View history note
Hide history noteDelay in commencing court proceedings until after end of bid period
659B(1)
Only the following may commence court proceedings in relation to a takeover bid, or proposed takeover bid, before the end of the bid period: (a) ASIC; (b) a Minister of the Commonwealth; (c) a Minister of a State or Territory in this jurisdiction; (d) the holder of an office established by a law of:
(i) the Commonwealth; or
(e) a body corporate incorporated for a public purpose by a law of:
(ii) a State or Territory in this jurisdiction;
(i) the Commonwealth; or
to the extent to which it is exercising a power conferred by a law of the Commonwealth or a State or Territory in this jurisdiction.
(ii) a State or Territory in this jurisdiction;
Note: This restriction starts to apply as soon as there is a takeover bid, or a proposed takeover bid; it does not start to apply only when the bid period commences.
Court power to stay proceedings that have already commenced
659B(2)
A court may stay: (a) court proceedings in relation to a takeover bid or proposed takeover bid; or (b) court proceedings that would have a significant effect on the progress of a takeover bid;
until the end of the bid period.
659B(3)
In deciding whether to exercise its powers under subsection (2) , the court is to have regard to: (a) the purposes of this Chapter; and (b) the availability of review by the Takeovers Panel under Division 2 .
659B(4)
For the purposes of this section:
court proceedings in relation to a takeover bid or proposed takeover bid
:
(a)
means any proceedings before a court in relation to:
(i) an action taken or to be taken as part of, or for the purposes of, the bid or the target's response to the bid; or
(ii) a document prepared or to be prepared, or a notice given or to be given, under this Chapter; and
(b) includes:
(i) proceedings to enforce an obligation imposed by this Chapter; or
(ii) proceedings for the review of a decision, or the exercise of a power or discretion, under this Chapter; or
(iii) proceedings for the review of a decision, or the exercise of a power or discretion, under Chapter 6C in relation to securities of the target of a takeover bid during the bid period; and
(iv) proceedings under Part 2F.1A for leave to bring, or to intervene in, proceedings referred to in paragraph (a) or subparagraph (b)(i), (ii) or (iii).
This is not limited to proceedings brought under this Chapter or this Act but includes proceedings under other Commonwealth and State or Territory laws (including the general law).
659B(5)
Nothing in this section is intended to affect the jurisdiction of the High Court under section 75 of the Constitution.
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