In 2007, the High Court of Australia in Sons of Gwalia v Margaretic decided that the claims of a shareholder against a company for misleading and deceptive conduct by it which resulted in the shareholder purchasing shares in the company were not subordinated to the claims of unsecured creditors or the company. This controversial decision ran contrary to the widely accepted view that Section 563A of the Corporations Act 2001 (Cth) postponed debt claims owed by a company to a person in his or her capacity as a member of that company, until all other debts or claims against the company are satisfied. In a recent development, however, the Commonwealth Government has now announced that it will legislate to abolish the general law principle established in the Sons of Gwalia decision. New legislation amending the Corporations Act has been introduced to the Commonwealth Parliament and considered without comment by the Senate Economics and Legislative Committee. Read more.

The Australian Taxation Office (ATO) has published a Decision Impact Statement on the High Court decision in Commissioner of Taxation v Bamford; Bamford v Commissioner of Taxation. Bamford was a test case on the operation of certain provisions in Division 6 of Part III of the Income Tax Assessment Act 1936. This article considers key aspects of the judgment and the ATO's response to it. Read more.

The Australian Government has announced new resource tax arrangements to replace the previously announced 40% Resource Super Profits Tax (RSPT). The new arrangements are a Minerals Resource Rent Tax (MRRT) regime, to apply to the mining of iron ore and coal in Australia (effectively at a rate of 22.5%) and the extensions of the current Petroleum Resource Rent Tax (PRRT) to all Australian onshore and offshore oil and gas projects, including the North West Shelf (at a rate of 40%). This article provides an overview of the new regimes and how they will operate. Read more.

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On 9 July 2010, the German legislator passed the Act to Prevent Abusive Securities and Derivative Trades. The Act is likely to come into force in August 2010. Read more.

On 7 July 2010, the European Parliament approved the agreement between the EU and the US on the transfer of banking data to the US via the SWIFT network. This article outlines the main provisions of the agreement. Read more.

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On 14 May 2010, PROPERST Company, a listed company on JASDAQ, an emerging stock exchange conducted by the Osaka Securities Exchange, filed a petition for civil rehabilitation proceedings without being required to delist its securities. This was a first in Japan. Read more.

On 22 June 2010, the Ministry of Land, Infrastructure, Transport and Tourism of Japan (MLIT) announced its "MLIT Policies 2010" to be discussed with market participants over the course of 2010 and 2011. Once the policies have been discussed, the MLIT will submit a bill to the Japanese Diet to amend the Act Concerning Designated Real Estate Joint Enterprises. The policies, which are explained further here, aim to stimulate investment in real estate and include establishing a new securitisation method and increasing the level and nature of disclosure required by persons offering investments in real estate. Read more.

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On 2 July 2010, the President signed Federal Law No. 151-FZ "On Microfinance Activities and Microfinance Organisations." The Law, which enters into force on 4 January 2011, seeks to encourage development of small and medium businesses. It provides for a legal framework for microfinance activities of non-banking entities. Microfinance entities will be included in a special state register and will be able to grant loans for up to RUB1 million (about US$33,300).

On 1 July 2010 the President signed Federal Law No. 148-FZ amending the Law on Banks. Under the Law, which enters into force on 4 October 2010, a bank that owns an ATM must inform bank cardholders on its commission fees on ATM operations. The information must be displayed on the ATM screen (before an operation) and reflected in a receipt (after the operation).

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It was announced in Budget 2010 that a new Merger and Acquisition Allowance (M&A Allowance) and stamp duty remission will be introduced to help defray the costs of acquiring companies. Between 2 June 2010 and 23 June 2010, the Inland Revenue Authority of Singapore (IRAS) conducted a public consultation and issued a consultation paper entitled "Mergers and Acquisitions Scheme" to seek feedback from the public on the proposed features of the scheme which aims to implement these tax incentives (M&A Scheme). Key proposals in the consultation are outlined here. Read more.

From 1 June 2010 to 18 June 2010, the Ministry of Finance (MOF) conducted a public consultation on a draft Goods and Services Tax (Amendment) Bill 2010 (draft Bill). The draft Bill seeks to implement the goods and services tax (GST) changes announced in the Budget 2010 Statement, as well as other changes. Key proposals in the consultation are outlined here. Read more.

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At the beginning of July, the Financial Reporting Council (FRC) published the UK Stewardship Code for institutional investors. The aim of the Stewardship Code is to improve the quality of corporate governance through promoting better dialogue between institutional investors and the companies in which they invest. Read more.

The recent High Court decision in Gray and ors v G-T-P Group Ltd Re F2G Realisations Ltd (in liquidation) [2010] All ER (D) 80 (May) has highlighted that where an account is secured by use of a declaration of trust over the balance, this is tantamount to a charge and must therefore be registered with the companies registrar. Failure to do so within 21 days of creation will render the security void against a subsequently appointed liquidator, administrator or creditor. Read more.

On 13 July 2010, the UK Treasury published a consultation paper seeking views on how best to implement the new banking levy. This article outlines key details of the levy and the new points arising from the consultation paper. Read more.

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On 30 June 2010, the House of Representatives passed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which is expected to be passed by the Senate shortly. This article is a brief summary of the key corporate governance provisions of the Bill. Read more.

In June, the US Supreme Court issued its long awaited decision in Morrison v. National Australia Bank, Ltd., which presented the question of whether foreign investors can bring an action under US securities laws against foreign defendants in connection with securities transactions on a foreign exchange. In its decision, the Court limited the reach of Section 10(b) of the Securities Exchange Act of 1934 (the most widely-used US anti-fraud statute) to transactions in securities listed on US exchanges and US-based transactions in other securities. The Court's ruling applied to suits by both private claimants and the Securities and Exchange Commission. On 15 July 2010, the Senate passed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, quickly restoring the US Government's authority to commence civil and criminal actions alleging securities fraud against foreign issuers even where the securities at issue were neither purchased nor sold in the US. Read more.

The Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (Act) provides sponsors of defined benefit pension plans with an opportunity to elect funding relief for plan years through 2011 and provides an opportunity for relief for 2010 from certain benefit restrictions under the Pension Protection Act of 2006. The relief available under the Act is subject to certain conditions and limitations which are discussed in this article. Read more.

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