Australia: Shareholders

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Article
Mobile Asset Minority Shareholder Successfully Challenges Drag-along Provisions Before The Takeovers Panel
In Mobile Asset Holdings Ltd [2026] ATP 7, the Takeovers Panel considered a situation where the Board, directors of which represented 50%+ of the shareholdings in the company, put a resolution to shareholders for a constitutional amendment which would enable them to compel all shareholders to sell their shares (aka drag-along rights) without the usual guardrails. This blank cheque approval request was most likely going to be approved, given the voting majority who benefited from it were themselves voting, but for the successful application to the Takeovers Panel of an individual applicant.
Australia Commercial
KL
Herbert Smith Freehills Kramer LLP
Article
Some Lessons From The Humm Situation
When a takeover proposal is received, the board must rigorously assess whether any director has a personal interest that could be affected by the outcome of the proposal. If there is any reasonable perception of a lack of independence — even if the director believes they can act impartially — that director should be excluded from the board's consideration of the matter and an independent board committee should be formed.
Australia Commercial
KL
Herbert Smith Freehills Kramer LLP
Article
Bare But Not Unfair: Court Approves Naked No Vote Break Fee
The recent Ausmincon/Afry scheme has reignited debate over naked no vote break fees in Australian M&A transactions. While these fees have been largely absent from public deals for the past decade, the Court's decision reconfirms they are not inherently coercive and need not be minimal. What factors enabled this $1 million break fee—exceeding 1% of equity value—to withstand judicial scrutiny?
Australia Commercial
KL
Herbert Smith Freehills Kramer LLP
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