Summary of
Takeovers Panel
Bohan Mao 43589197

The Takeovers Panel is set up under the ASIC Act. It is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes during the bid period. The Panel members (who make the decisions on applications) are specialists in mergers and acquisitions; either as investment bankers, lawyers, company directors or other professionals. They are all government appointments under the ASIC Act. Applications to the Panel may be made by bidders, targets, ASIC or any other affected party. The Takeovers Panel has three main powers: to declare circumstances in relation to a takeover, or to the control of an Australian company, to be unacceptable circumstances; to protect the rights of persons (especially target company shareholders) during a takeover bid and to ensure that a takeover bid proceeds (as far as possible) in a way that it would have proceeded if the unacceptable circumstances had not occurred; various review powers. There is no exact definition of unacceptable circumstances. The Panel is directed to use section 602 and the public interest as reference points to determine when circumstances are unacceptable. Circumstances may be unacceptable due to inadvertence, and despite the best of intentions. The Panel's power to make a declaration of unacceptable circumstances is very wild. The Takeovers Panel may make a declaration of unacceptable circumstances even if it considers that the effect of the conduct complained of is only ‘likely’ to be unacceptable. Once a declaration has been made, the Takeovers Panel may be entitled to make an order under s657D, for example to protect the rights or interests of an affected party. But note that this order is not same as the order made by the court. The case Australian Pipeline Limited v Alinta Ltd(2007) gave us some discussions about the judicial power of the Takeovers Panel. In this case, the Full Federal Court held that as the Takeovers Panel