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Securities Markets Update

NZ $40.00
Author(s): Frank McLaughlin, Roger Wallis
Published: 22 October, 2002
Pages: 96



That securities markets exist at all is magical, in a way. Investors pay enormous amounts of money to strangers for completely intangible rights, whose value depends entirely on the quality of the information that the investors receive and on the sellers’ honesty.1

Both domestically and internationally, securities law is under the reform microscope. The US reform (in the form of the Sarbanes-Oxley Act) is an attempt to address the scandals of corporate misfeasance that have rocked the US. In New Zealand reform reflects the belief that some of New Zealand’s securities law, and in particular those laws that regulate secondary market trading and disclosure, were falling short of international standards.

[1] Bernard S Black, “The Legal and Institutional Preconditions for Strong Securities Markets (Stanford Law School John M Olin Program in Law and Economics Working Paper No. 179)” (2001) 48(11) UCLA Law Review 781, 782.


Content outline

  • Takeovers code
    • Regulatory framework
    • Application of the code
    • The Fundamental Rule
    • Exceptions of the fundamental rule
    • Full offers and partial offers
    • Shareholder approval
    • Compulsory acquistion
    • Defensive tactics
    • Enforcement and penalties - consequences of non-compliance
    • Possible reforms - key differences with Australian regime
  • Insider trading law: listed and unlisted companies
  • Continuous disclosure
  • Directors' and officers' security dealings disclosure
  • Substantial security holder disclosure
  • Market manipulation
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