Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 658D — Inconsistency between Takeovers Panel rules and ASIC exemption or declaration
If there is an inconsistency between a rule made under section 658C and an exemption given, or declaration made, by ASIC under section 655A, the rule made under section 658C prevails to the extent of…
Section 659A — Takeovers Panel may refer questions of law to the Court
The Takeovers Panel may, of its own motion, refer a question of law arising in a proceeding before the Takeovers Panel to the Court for decision.
Section 659AA — Object of sections 659B and 659C
The object of sections 659B and 659C is to make the Takeovers Panel the main forum for resolving disputes about a takeover bid until the bid period has ended.
Section 659B — Court proceedings before end of bid period
Delay in commencing court proceedings until after end of bid period (1) Only the following may commence court proceedings in relation to a takeover bid, or proposed takeover bid, before the end of…
Section 659C — Court proceedings after end of bid period
(1) If: (a) an application is made to the Takeovers Panel for a declaration under section 657A that particular conduct amounts to, or leads to, circumstances that are unacceptable; and (b) the…
Section 660A — Chapter extends to some listed bodies that are not companies
This Chapter extends to the acquisition of securities of listed bodies that are not companies but are incorporated or formed in Australia in the same way as it applies to the acquisition of…
Section 660B — Chapter extends to listed registered schemes
(1) This Chapter extends to the acquisition of interests in a registered scheme that is also listed as if: (a) the scheme were a company; and (b) interests in the scheme were shares in the company;…
Section 660C — Chapter does not apply to MCIs
This Chapter does not apply to MCIs.
Section 661A — Compulsory acquisition power following takeover bid
Threshold for compulsory acquisition power (1) Under this subsection, the bidder under a takeover bid may compulsorily acquire any securities in the bid class if: (a) the bid is: (i) an off-market…
Section 661B — Compulsory acquisition notice
Compulsory acquisition notice (1) To compulsorily acquire securities under subsection 661A(1) or (3), the bidder must: (a) prepare a notice in the prescribed form that: (i) informs the holders of the…
Section 661C — Terms on which securities to be acquired
Same terms as takeover bid (1) The bidder may acquire the securities only on the terms that applied to the acquisition of securities under the takeover bid immediately before: (a) the notice under…
Section 661D — Holder may obtain names and addresses of other holders
(1) Within 1 month after a compulsory acquisition notice in relation to securities in the bid class is lodged with ASIC under section 661B, the holder of the securities may ask the bidder in writing…
Section 661E — Holder may apply to Court to stop acquisition
(1) The holder of securities covered by a compulsory acquisition notice under section 661B may apply to the Court for an order that the securities not be compulsorily acquired under subsection…
Section 661F — Signpost—completing the acquisition of the securities
See section 666A to find out how to complete the acquisition.
Section 662A — Bidder must offer to buy out remaining holders of bid class securities
(1) If the bidder and their associates have relevant interests in at least 90% of the securities (by number) in the bid class at the end of the offer period, the bidder must offer to buy out the…
Section 662B — Bidder to tell remaining holders of their right to be bought out
Notice to remaining holders of bid class securities (1) The bidder must: (a) prepare a notice in the prescribed form that: (i) states that the bidder and their associates have relevant interests in…
Section 662C — Right of remaining holder of securities in the bid class to be bought out
(1) Within 1 month after notice is given in relation to securities under section 662B, the holder of the securities may give the bidder written notice requiring the bidder to acquire the securities.…
Section 663A — Bidder must offer to buy out holders of convertible securities
(1) If the bidder and their associates have relevant interests in at least 90% of the securities (by number) in the bid class at the end of the offer period, the bidder must offer to buy out the…
Section 663B — Bidder to tell holders of convertible securities of their right to be bought out
Notice to holders of convertible securities (1) The bidder must: (a) prepare a notice in the prescribed form that: (i) states that the bidder and their associates have relevant interests in at least…
Section 663C — Right of holders of convertible securities to be bought out
(1) Within 1 month after notice under section 663B is given in relation to convertible securities, the holder of the convertible securities may give the bidder a notice requiring the bidder to…
Section 664A — Threshold for general compulsory acquisition power
90% holder—holder of 90% of securities in particular class (1) A person is a 90% holder in relation to a class of securities of a company if the person holds, either alone or with a related body…
Section 664AA — Time limit on exercising compulsory acquisition power
The 90% holder in relation to a class of securities of a company may compulsorily acquire securities in that class under section 664A only if the holder lodges the compulsory acquisition notice for…
Section 664B — The terms for compulsory acquisition
(1) The 90% holder may acquire the securities in the class for a cash sum only and, subject to subsection (2), must pay the same amount for each security in the class acquired. (2) The 90% holder may…
Section 664C — Compulsory acquisition notice
Compulsory acquisition notice (1) To compulsorily acquire securities under section 664A, the 90% holder must prepare a notice in the prescribed form that: (a) sets out the cash sum for which the 90%…
Section 664D — Benefits outside compulsory acquisition procedure
(1) If the 90% holder gives a notice under section 664C to compulsorily acquire securities, the 90% holder or an associate must not offer, give or agree to give a benefit to a person during the…
Section 664E — Holder’s right to object to the acquisition
(1) A person who holds securities covered by the compulsory acquisition notice may object to the acquisition of the securities by signing an objection form and giving it to the 90% holder. The…
Section 664F — The Court’s power to approve acquisition
(1) If people who hold at least 10% of the securities covered by the compulsory acquisition notice object to the acquisition before the end of the objection period, the 90% holder may apply to the…
Section 664G — Signpost—completing the acquisition of the securities
See section 666A for how to complete the acquisition.
Section 665A — 100% holder must offer to buy out holders of convertible securities
(1) A person is a 100% holder of securities in a class if the person, either alone or with a related body corporate, holds full beneficial interests in all the securities in the class. (2) A 100%…
Section 665B — 100% holder to tell holders of convertible securities of their right to be bought out
Notice to holders of convertible securities (1) The 100% holder must: (a) prepare a notice in the prescribed form that: (i) states that the person giving the notice has acquired all the securities in…
Section 665C — Right of holders of convertible securities to be bought out
(1) Within 1 month after notice under section 665B is given in relation to convertible securities, the holder of the convertible securities may give the 100% holder a notice requiring the 100% holder…
Section 666A — Completing the acquisition of securities
Completion to be by private treaty or statutory procedure (1) A person entitled to acquire securities under section 661A or 664A must either: (a) pay, issue or transfer the consideration to the…
Section 666B — Statutory procedure for completion
(1) Under this section, the person acquiring the securities must: (a) give the company that issued the securities a copy of the compulsory acquisition notice under section 661B or 664C together with…
Section 667A — Expert’s report
(1) An expert’s report under section 663B, 664C or 665B must: (a) be prepared by a person nominated by ASIC under section 667AA; and (b) state whether, in the expert’s opinion, the terms proposed in…
Section 667AA — Expert to be nominated
(1) A person who proposes to obtain an expert’s report for the purposes of section 663B, 664C or 665B must request ASIC in writing to nominate a person to prepare the expert’s report. (2) Within 14…
Section 667B — Expert must not be an associate and must disclose prior dealings and relationships
(1) The expert who provides the report must not be an associate of: (a) the person giving the notice; or (b) the company that issued the securities. (2) The report must set out details of: (a) any…
Section 667C — Valuation of securities
(1) To determine what is fair value for securities for the purposes of this Chapter: (a) first, assess the value of the company as a whole; and (b) then allocate that value among the classes of…
Section 668A — Company’s power to deal with unclaimed consideration for compulsory acquisition
Records of unclaimed compulsory acquisition consideration (1) If a company is paid consideration in respect of securities that are compulsorily acquired under Part 6A.1 or 6A.3, the company must…
Section 668B — Unclaimed consideration to be transferred to ASIC
(1) If the company has not transferred the unclaimed consideration to the person entitled to it within 12 months after the publication of a copy of the records in the Gazette, the company must…
Section 669 — ASIC’s power to exempt and modify
(1) ASIC may: (a) exempt a person from a provision of this Chapter; or (b) declare that this Chapter applies to a person as if specified provisions were omitted, modified or varied as specified in…
Section 669A — Sending documents
(1) This section applies to any document that is required or permitted to be sent to a person (the recipient) under this Chapter. Note 1: Division 2 of Part 1.2AA provides for technology neutral…
Section 670A — Misstatements in, or omissions from, takeover and compulsory acquisition and buy-out documents
(1) A person must not give: (a) a bidder’s statement; (b) a takeover offer document; (c) a notice of variation of a takeover offer; (d) a target’s statement; (e) a compulsory acquisition notice under…
Section 670B — Right to recover for loss or damage resulting from contravention
(1) A person who suffers loss or damage that results from a contravention of subsection 670A(1) may recover the amount of the loss or damage from a person referred to in the following table if the…
Section 670C — People liable on takeover or compulsory acquisition statement to inform maker about deficiencies in the statement
(1) A person referred to in the table in subsection 670B(1) in relation to a document must notify the issuer of the document in writing as soon as practicable if they become aware during the bid…
Section 670D — Defences against prosecutions under subsection 670A(3) and actions under section 670B
Not knowing statement misleading or deceptive (1) A person does not commit an offence against subsection 670A(3), and is not liable under section 670B for a contravention of subsection 670A(1),…
Section 670E — Liability for proposing a bid or not carrying through with bid
(1) A person who: (a) enters into a transaction relating to securities in reliance on: (i) a public proposal for a takeover bid; or (ii) an announcement of a market bid; and (b) suffers loss or…
Section 670F — Defences
A person does not commit an offence under subsection 631(1) or (2), and is not liable under section 670E for a contravention of those subsections if the person proves that they could not reasonably…
Section 671A — 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 671B — Information about substantial holdings must be given to company, responsible entity, fund operator and relevant market operator
Requirement to give information (1) A person must give the information referred to in subsection (3) to a listed company, or the responsible entity for a listed registered scheme, or the operator of…
Section 671C — Civil liability
(1) A person who contravenes section 671B is liable to compensate a person for any loss or damage the person suffers because of the contravention. (2) It is a defence in proceedings brought under…