Proposed changes to the FSC Life Insurance Code are afoot and the deadline for comments is fast approaching. The present review of the Code is designed to improve standards in product design, sales, underwriting, customer service, complaints and claim handling

ASIC is clamping down on the use of an offer of stub-equity in a proprietary company as an alternative form of consideration in public control transactions. This, and recent developments in the Capilano scheme, shows that ASIC is now looking at stub-equity consideration structures more closely and, in certain circumstances, will be prepared to challenge transactions. Partners Guy Alexander and Tom Story and Managing Associate Noah Obradovic report on the implications.

There have been significant developments in Australian competition law over the last 12 months, both from a merger review and enforcement perspective. Onerous merger reviews and criminal cartel prosecutions are indicative of a more acute antitrust landscape for those doing business in Australia. The ACCC has cemented itself as a leading voice in Australia’s regulatory ecosystem and competition policy is shaping the future of Australia’s key industries from financial services to energy.

A new Decree, coming into effect on 1 February 2019, introduces more relaxed conditions for bond issuance but, on the other hand, bond issuers will be subject to a more stringent disclosure regime in relation to the bonds they issue. Partners Robert Fish and Linh Bui and Associate Dang Vu explain the likely impact of the new Decree for foreign investors looking to invest in Vietnamese corporate bonds.

Treasury has released a consultation paper on a new proposed simple, standardised product disclosure document, as part of the Federal Government’s framework for Comprehensive Income Products for Retirement. The proposed new disclosure document will sit alongside existing PDS requirements.

In this issue we look at what counts as employee service after a transfer of business; when summary dismissal for calling another worker a ‘scab’ is unfair; an employer’s power to require reasonable overtime; when an individual flexibility arrangement that doesn’t meet the relevant legal requirements can still apply; and the latest on unpaid family and domestic violence leave, and flexible working arrangements.

Last year was a big year for cybersecurity. Organisations were forced to grapple with an increasingly complex regulatory environment as governments across the globe continued to navigate how to best protect personal information in the face of increasingly sophisticated cybersecurity threats. We look at the top ten cybersecurity trends that defined 2018 and what they mean for Australian businesses in 2019.

After four years in the making, the first commercial waste-to-energy project in Australia has achieved financial close, but what opportunities and challenges lie in store for waste-to-energy in Australia?

We will be able to cease speculation on what is in or not in the Final Report of the Financial Services Royal Commission on Monday evening (or after whatever time it takes to read and digest!).

In this update we review the progress of rule changes across the period of December 2018-January 2019 and take a closer look at the AEMC’s proposed changes to the regulatory regime for embedded networks.

The Australian Law Reform Commission has released its much-anticipated final report on class actions and litigation funding, which makes a broad range of recommendations intended to bring the modern class action landscape back into line with the regime’s original objectives. Partners Jenny Campbell and Kate Austin consider what the report means for potential class action defendants.

If last year was anything to go by, managing trade-related risk has never been more important to your business. In 2018 we saw significant growth in regulatory actions undertaken globally in reliance on trade law, with trade barriers at the forefront of both domestic and international policy-making. Political rhetoric from both parties, too, showed persistent enthusiasm for strengthening trade regulation, and, with an election looming, we expect 2019 to be a busy year in this space. Partners Louise Jenkins and Rachel Nicolson and Associate Alister Lloyd provide context to recent changes to the regulatory conditions for trade and consider how best to insulate your business.

Commissioner Hayne’s recommendations may initially seem somewhat modest – they do not undo vertical integration, impose limits on executive remuneration or ban bonuses and they do not recommend that directors prefer the interests of their customers. But, while it is true that the recommendations are not radical, there is much in the report that will mean some real changes for financial services companies, their Boards and their executives, as well as for their regulators and advisers. The Federal Government has said that it agrees with (or supports) all of the recommendations.

Before we are crushed by a heavy tome on Monday afternoon, I would like to say something about the recommendations in another heavy tome – the Productivity Commission’s report on superannuation. The recommendations are an odd mix.

The Senate has passed amendments that will greatly expand the scope of the prohibition on trustees and their associates providing incentives to employers in section 68A of the Superannuation Industry (Supervision) Act 1993 (Cth). It will also make the section a civil penalty provision. The amendments will need to be passed by the House of Representatives to become law, but this appears to be imminent, and the expanded prohibition will apply from the day after the Royal Assent – meaning it could begin to apply as early as sometime next week. Trustees and their associates should urgently review how they currently interact with employer-sponsors and prospective employer-sponsors.

The Federal Opposition’s recent announcement of a $1.1 billion ‘National Hydrogen Plan’, to support development of hydrogen technologies and hydrogen refuelling infrastructure, is only the latest development demonstrating the industry’s potential growth. Partner Igor Bogdanich, Associate Holly Woodcroft, Lawyer Bridgette Gorman and Vacation Clerk Charlie Pitney report.

With dealmakers taking full advantage of highly accessible financing and a massive hoard of dry powder to close more buyouts than before, 2018 was one of the most active years ever for private equity in Australia. The mountain of dry powder competing for limited opportunities, combined with elevated EV/EBITDA multiples across many sectors, resulted in PE sponsors becoming increasingly creative and flexible in their capital deployment strategies. In response to the higher entry-level valuations for quality businesses, buyside activity saw increased levels of public-to-private transactions, as cashed-up general partners turned their sights to ASX-lis

New legislation that greatly increases penalties for corporate and financial sector misconduct will have wide-ranging and significant effects. Partner Alex Mason, Managing Associate Chris Kerrigan and Associate Rachele Troup report.

The Federal Court has imposed civil penalties of $1.05 million on Cryosite Limited for engaging in cartel conduct. This was the first case brought by the ACCC alleging ‘gun jumping’ in a merger, being the coordination of competitive conduct by merger parties prior to completion. It’s a timely reminder for transaction parties, especially those who are competitors, to carefully manage M&A transactions and to consider their competition law risks throughout the course of transaction negotiations, particularly on the terms of any agreements. Partner Jacqueline Downes, Managing Associate Felicity McMahon and Senior Associate James Somerville report.

The need for companies to manage and report on climate-change risks is gaining momentum in Australia. This is part of a global trend, as investors and governing bodies increasingly expect companies to integrate climate risks into their strategy and reporting – yet, tools for monitoring and disclosing climate-change risks are at a relatively early stage. Partner Jillian Button, Senior Overseas Practitioner Emily Turnbull and Lawyer Maddy Foote look at the state of play in Australia and abroad, and at the direction of travel in 2019.