CORPORATIONS ACT 2001

CHAPTER 6 - TAKEOVERS  

PART 6.10 - REVIEW AND INTERVENTION  

Division 3 - Court powers  

SECTION 659B   COURT PROCEEDINGS BEFORE END OF BID PERIOD  

659B(1)   Delay in commencing court proceedings until after end of bid period.  

Only the following may commence court proceedings in relation to a takeover bid, or proposed takeover bid, before the end of the bid period:


(a) ASIC;


(b) a Minister of the Commonwealth;


(c) a Minister of a State or Territory in this jurisdiction;


(d) the holder of an office established by a law of:


(i) the Commonwealth; or

(ii) a State or Territory in this jurisdiction;


(e) a body corporate incorporated for a public purpose by a law of:


(i) the Commonwealth; or

(ii) a State or Territory in this jurisdiction;
to the extent to which it is exercising a power conferred by a law of the Commonwealth or a State or Territory in this jurisdiction.

Note: This restriction starts to apply as soon as there is a takeover bid, or a proposed takeover bid; it does not start to apply only when the bid period commences.

659B(2)   Court power to stay proceedings that have already commenced.  

A court may stay:


(a) court proceedings in relation to a takeover bid or proposed takeover bid; or


(b) court proceedings that would have a significant effect on the progress of a takeover bid;

until the end of the bid period.

659B(3)   [ Relevant factors]  

In deciding whether to exercise its powers under subsection (2), the court is to have regard to:


(a) the purposes of this Chapter; and


(b) the availability of review by the Panel under Division 2 .

659B(4)   [ " court proceedings in relation to a takeover bid or proposed takeover bid " ]  

For the purposes of this section:

court proceedings in relation to a takeover bid or proposed takeover bid :

(a) means any proceedings before a court in relation to:


(i) an action taken or to be taken as part of, or for the purposes of, the bid or the target's response to the bid; or

(ii) a document prepared or to be prepared, or a notice given or to be given, under this Chapter; and


(b) includes:


(i) proceedings to enforce an obligation imposed by this Chapter; or

(ii) proceedings for the review of a decision, or the exercise of a power or discretion, under this Chapter; or

(iii) proceedings for the review of a decision, or the exercise of a power or discretion, under Chapter 6C in relation to securities of the target of a takeover bid during the bid period; and

(iv) proceedings under Part 2F.1A for leave to bring, or to intervene in, proceedings referred to in paragraph (a) or subparagraph (b)(i), (ii) or (iii).

This is not limited to proceedings brought under this Chapter or this Act but includes proceedings under other Commonwealth and State or Territory laws (including the general law).

659B(5)   [ Jurisdiction of High Court]  

Nothing in this section is intended to affect the jurisdiction of the High Court under section 75 of the Constitution.


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