Explanatory Memorandum
(Circulated by the authority of the Treasurer, the Hon J. B. Hockey MP)Chapter 5 - Improving the efficiency of the Takeovers Panel
Outline of chapter
5.1 Part 1, items 1 and 2 of Schedule 2 to this Bill amends the Australian Securities and Investments Commission Act 2001 (ASIC Act) to improve the operation of the Takeovers Panel by allowing takeover matters to be dealt with more efficiently.
5.2 All references in this Chapter are to the ASIC Act unless otherwise specified.
Context of amendments
5.3 The Takeovers Panel is a peer review body that regulates corporate control transactions in widely held Australian entities. Panel members are appointed from the private sector, and generally hold senior roles in banks, law firms, and significant corporations.
5.4 The application of the ASIC Act is limited to Australia. This can be interpreted to mean that the powers provided to the Takeovers Panel under the ASIC Act can only be exercised if the members of the Panel are physically located in Australia. This can reduce the Panel's efficiency due to the need for members to travel to fulfil other professional obligations.
5.5 The Bill allows Panel members to perform Panel functions while in Australia and overseas. This amendment will not alter the substantive powers of the Panel and will only remove the geographical restriction on the exercise of existing powers.
Summary of new law
5.6 The President of the Takeovers Panel may give a direction about the members who are to constitute the Panel while in Australia and overseas.
5.7 Members of the Takeovers Panel may perform Panel functions while in Australia and overseas.
Comparison of key features of new law and current law
| New law | Current law |
| The President of the Takeovers Panel may give a direction in respect of members who are to constitute the Panel whether or not the President is in Australia.
Members of the Takeovers Panel may participate in proceedings whether or not the member is in Australia. |
The President and members of the Takeovers Panel may only participate in proceedings if they are within Australia. |
Detailed explanation of new law
5.8 Subsection 184(3A) is inserted to allow the President of the Takeovers Panel to give directions about members who are to constitute a Panel for the purposes of performing or exercising its functions or powers in relation to particular matters under subsection 184(2), regardless of whether or not the President is in Australia. [Schedule 2, Part 1, item 1, subsection 184(3A)]
5.9 Subsection 188(3) is inserted to allow a member of the Takeovers Panel to participate in proceedings, regardless of whether or not the member is in Australia. [Schedule 2, Part 1, item 2, subsection 188(3)]
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