Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 601CW — Body’s name etc. must be displayed at office and place of business
(1) Subject to subsection (2), this section applies to a registrable body. (2) If the registrable body is a registrable Australian body, this section does not apply to a place at which the body…
Section 601CX — Service of documents on registered body
(1) A document may be served on a registered body: (a) by leaving it at, or by sending it by post to, the registered office of the body; or (b) in the case of a registered foreign company—by leaving…
Section 601CY — Power to hold land
A registered body has power to hold land in this jurisdiction.
Section 602 — Purposes of Chapter
The purposes of this Chapter are to ensure that: (a) the acquisition of control over: (i) the voting shares in a listed company, or an unlisted company with more than 50 members; or (ii) the voting…
Section 602A — Meaning of substantial interest
(1) A reference in this Chapter to a substantial interest in a company, listed body (other than a notified foreign passport fund) or listed registered scheme is not to be read as being limited to an…
Section 603 — Chapter extends to some listed bodies that are not companies
This Chapter applies to the acquisition of relevant interests in the securities of listed bodies that are not companies but are incorporated or formed in Australia in the same way as it applies to…
Section 604 — Chapter extends to listed registered schemes
(1) This Chapter applies to the acquisition of relevant interests in the interests in a registered scheme that is also listed as if: (a) the scheme were a listed company; and (b) interests in the…
Section 605 — Classes of securities
(1) Takeover bids are made for securities within a particular class. Similarly, compulsory acquisition and buy-out rights operate on securities within a particular class. (2) For the purposes of this…
Section 605A — Chapter does not apply to MCIs
This Chapter does not apply to MCIs.
Section 606 — Prohibition on certain acquisitions of relevant interests in voting shares
Acquisition of relevant interests in voting shares through transaction entered into by or on behalf of person acquiring relevant interest (1) A person must not acquire a relevant interest in issued…
Section 607 — Effect on transactions
A transaction is not invalid merely because it involves a contravention of section 606.
Section 608 — Relevant interests in securities
Basic rule—relevant interest is holding, or controlling voting or disposal of, securities (1) A person has a relevant interest in securities if they: (a) are the holder of the securities; or (b) have…
Section 609 — Situations not giving rise to relevant interests
Money lending and financial accommodation (1) A person does not have a relevant interest in securities merely because of a security interest taken or acquired by the person if: (a) the security…
Section 609A — Another situation not giving rise to relevant interests—acceptance facility
Securities the subject of an acceptance facility (1) A bidder for a takeover bid does not have a relevant interest in bid class securities merely because those securities are the subject of an…
Section 609B — Another situation not giving rise to relevant interests—securities subject to escrow agreement in connection with initial public offer etc.
Bodies corporate (1) A body corporate does not have a relevant interest in securities that are its own securities (the escrow securities) merely because, under an agreement entered into by the body…
Section 610 — Voting power in a body or managed investment scheme
Person’s voting power in a body or managed investment scheme (1) A person’s voting power in a designated body is: where: person’s and associates’ votes is the total number of votes attached to all…
Section 611 — Exceptions to the prohibition
The following table sets out: (a) acquisitions of relevant interests in a company’s voting shares that are exempt from the prohibition in subsection 606(1); and (b) acquisitions of relevant interests…
Section 612 — Effect of non-compliance with takeover rules for exceptions 1 to 4
The exceptions in items 1 to 4 of the table in section 611 do not apply to a takeover bid if the bid is carried out in contravention of: (a) section 618 (full or proportionate bid); or (b) section…
Section 613 — Bidder not to exercise voting rights if failure to send bids for off-market acquisition—exception 2 or 3
If the exception in item 2 or 3 of the table in section 611 applies to an acquisition on-market during a takeover bid, the bidder is not entitled to exercise the voting rights attached to the shares…
Section 615 — Treatment of foreign holders under equal access issue—exception 10
Terms of offers relating to all foreign holders of securities (1) The exception in item 10 of the table in section 611 applies even though the conditions set out in the item are not satisfied in…
Section 616 — Off-market bids and market bids
(1) There are 2 kinds of takeover bid: (a) an off-market bid (for quoted or unquoted securities); or (b) a market bid (only available for quoted securities). Note: Although the prohibition in section…
Section 617 — Securities covered by the bid
Off-market bid (1) An off-market bid must relate to securities: (a) in a class of securities (the bid class); and (b) that exist or will exist as at the date set by the bidder under subsection…
Section 618 — Offers must be for all or a proportion of securities in the bid class
Off-market bid (1) An offer for securities under an off-market bid must be an offer to buy: (a) all the securities in the bid class; or (b) a specified proportion of the securities in the bid class.…
Section 619 — General terms of the offer
Off-market bid (1) All the offers made under an off-market bid must be the same. Note: The offers may include alternative forms of consideration (see section 621). (2) In applying subsection (1),…
Section 620 — Off-market bid (offer formalities)
(1) Each offer under an off-market bid must: (a) be in writing; and (b) have the same date; and (c) provide that, unless withdrawn, it will remain open until the end of the offer period (see section…
Section 621 — Consideration offered
Off-market bid—general (1) A bidder making an off-market bid for securities may offer any form of consideration for the securities, including: (a) a cash sum; or (b) securities (including shares,…
Section 622 — Escalation agreements
Benefits linked to bids and proposed bids not allowed (1) A person who makes or proposes to make a takeover bid for securities, or their associate, contravenes this section if: (a) a person acquires…
Section 623 — Collateral benefits not allowed
(1) A bidder, or an associate, must not, during the offer period for a takeover bid, give, offer to give or agree to give a benefit to a person if: (a) the benefit is likely to induce the person or…
Section 624 — Offer period
Offer period set in offer (1) The offers under a takeover bid must remain open for the period stated in the offer. The period must: (a) start on the date the first offer under the bid is made; and…
Section 625 — Conditional offers—general
Market bids (1) Offers under a market bid must be unconditional. Off-market bids may generally be conditional (2) Offers under an off-market bid may be subject to conditions that are not prohibited…
Section 626 — Maximum acceptance conditions in off-market bids
Maximum acceptance conditions not allowed (1) Offers under an off-market bid must not be subject to a maximum acceptance condition. A maximum acceptance condition is one that provides that the offers…
Section 627 — Discriminatory conditions not allowed for off-market bids
Offers under an off-market bid must not be subject to a condition that allows the bidder to acquire, or may result in the bidder acquiring, securities from some but not all of the people who accept…
Section 628 — Conditions requiring payments to officers of target not allowed in off-market bids
An offer to a person under an off-market bid must not be made subject to a condition that requires the person to approve or consent to a payment or other benefit to an officer or employee of the…
Section 629 — Conditions turning on bidder’s or associate’s opinion not allowed in off-market bids
(1) Offers under an off-market bid must not be subject to a defeating condition if the fulfilment of the condition depends on: (a) the bidder’s, or an associate’s, opinion, belief or other state of…
Section 630 — Defeating conditions
Off-market bid may include defeating conditions (1) Offers under an off-market bid may be made subject to a defeating condition only if the offers specify a date (not more than 14 days and not less…
Section 631 — Proposing or announcing a bid
(1) A person contravenes this subsection if: (a) either alone or with other persons, the person publicly proposes to make a takeover bid for securities in a company; and (b) the person does not make…
Section 632 — Overview of steps in an off-market bid
The following diagram gives an overview of the steps involved in an off-market bid. Overview of steps in an off-market bid Bidder Step 1 bidder’s statement (together with offer document) —— * ASIC *…
Section 633 — Detailed steps in an off-market bid
(1) The following table provides for the steps that a bidder must take to make an effective off-market bid and the steps that a target must take when an off-market bid is made. Steps in off-market…
Section 634 — Overview of steps in a market bid
The following diagram gives an overview of the steps involved in a market bid. Overview of steps in a market bid Bidder Step 1 announcement of bid to the market Step 2 bidder’s statement —— * market…
Section 635 — Detailed steps in a market bid
(1) The following table provides for the steps that a bidder must take to make an effective market bid and the steps that a target must take when a market bid is made. Steps in market bid [operative]…
Section 636 — Bidder’s statement content
(1) A bidder’s statement must include the following: (a) the identity of the bidder; (b) the date of the statement; (c) if the target is a company or body—details of the bidder’s intentions…
Section 637 — Bidder’s statement formalities
Approval (1) The copy of the bidder’s statement that is lodged with ASIC must be approved by: (a) for a bidder that is a body corporate (other than a notified foreign passport fund): (i) if the…
Section 638 — Target’s statement content
General requirement (1) A target’s statement must include all the information that holders of bid class securities and their professional advisers would reasonably require to make an informed…
Section 639 — Target’s statement formalities
Approval (1) The copy of the target’s statement that is lodged with ASIC must be approved by: (a) if paragraphs (b) and (c) do not apply—a resolution passed by the directors of the target; or (b) for…
Section 640 — Expert’s report to accompany target’s statement if bidder connected with target
(1) If: (a) the bidder’s voting power in the target is 30% or more; or (b) for a bidder who is, or includes, an individual—the bidder is a director of the target; or (c) for a bidder who is, or…
Section 641 — Target must inform bidder about securities holdings
Requirement to inform bidder and information that must be given (1) If the bidder has given a bidder’s statement to the target and requested the target to give the bidder information in accordance…
Section 641A — Use or disclosure of information obtained from target
(1) A person (the first person) contravenes this subsection if: (a) the target gives the bidder information under section 641 in relation to another person; and (b) the first person: (i) is the…
Section 642 — Expenses of directors of target companies
(1) If the target is a company or body, the directors of the target have a right to recover from the target any expenses they reasonably incur in the interest of members of the target and in relation…
Section 643 — Supplementary bidder’s statement
(1) If a bidder becomes aware of: (a) a misleading or deceptive statement in the bidder’s statement; or (b) an omission from the bidder’s statement of information required by section 636; or (c) a…
Section 644 — Supplementary target’s statement
(1) If a target becomes aware of: (a) a misleading or deceptive statement in the target’s statement; or (b) an omission from the target’s statement of information required by section 638; or (c) a…