ASIC Statement on Initial Coin Offering

On 28 September 2017, ASIC released an Information Sheet to aid companies in establishing and meeting their legal obligations when undertaking an initial coin offering (ICO).  Whilst acknowledging that ICOs have the potential to beneficially widen the options available to both businesses and investors, ASIC Commissioner John Price also warned that “ICOs are highly speculative investments, are mostly unregulated and the chance of losing your investment is high”. [Read more…]

What is an Initial Coin Offering?

With the rise of cryptocurrencies (think Bitcoin and Ethereum), start-up businesses have engaged in a new method of sourcing funding from would-be investors – Initial Coin Offerings (ICOs).  ICOs are becoming an increasingly popular method for new businesses to raise money in a short period of time with minimal effort.  As ICOs are a new concept utilising new technologies, they are yet to be regulated in Australia.  However, with the rise in popularity of ICOs in Australia, and around the world, whether or not ICOs will be regulated is a question many expected to be answered shortly. [Read more…]

ASIC v Macdonald – have the lessons been forgotten?

The case of Australian Securities and Investments Commission v Macdonald (No 11) [2009] NSWSC 287 (ASIC v Macdonald) decided in the New South Wales Supreme Court, highlights the importance of strict adherence to the requirements of the Corporations Act 2001 (Cth) (Act) when preparing minutes of Directors’ meetings (Board Meetings) for them to be relied upon as evidence in a proceeding. [Read more…]

What is a Corporate Governance Framework?

The term ‘corporate governance’ is often bandied about, but rarely explained in the context of a framework which can be applied to a variety of enterprise types.

So what is it?  Corporate governance is traditionally thought of as the way in which enterprises are directed and controlled.  More recently, corporate governance has been defined as the framework of rules and procedures by which the decisions in an enterprise are made, and how the controllers and held accountable for them.  The term, ‘enterprise’ refers to all types of associations, companies, trusts and other hybrid entities that provide a product or service (Enterprise).

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Raising capital without disclosure (prospectus)

Last updated 25 August 2015
The general rule provided in the Corporations Act 2001 (Cth) (Act) is that you can’t raise capital in Australia without issuing a disclosure document.  Disclosure is generally thought of as being a prospectus but there are also other allowable forms of disclosure documents.  Chapter 6D of the Act contains what is  widely referred to as the “fundraising provisions” which regulate the way in which capital can be raised in Australia without issuing a formal disclosure document.

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Is your ACN on all your public documents?

In Australia every company is issued with a unique, nine-digit number known asan Australian Company Number (ACN).  The ACN must appear on all public documents.  The purpose of the ACN is to ensure that companies are identified when conducting business transactions.[1]  On registration, new companies are issued with an ACN by the Australian Securities & Investments Commission (ASIC).[2]

Section 153 of the Corporations Act 2001 (Cth) (Act) provides that a company must set out its name and ACN on all its public documents and negotiable instruments.

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