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The Checks And Balances Of Good Corporate Governance, John Lessing Aug 2010

The Checks And Balances Of Good Corporate Governance, John Lessing

John Lessing

Good corporate governance requires a range of regulatory checks and balances - or mechanisms - to be effective. If one mechanism fails, the system will fail like a chain with a weak link. This article provides an overview and brief explanation of the main checks and balances a country needs to have a good corporate governance system. It is of particular relevance to countries with transition economies. However, it is also important in developed countries as recent corporate collapses and failures in the financial system have illustrated.


Resisting A Hostile Takeover: The Lion Nathan Bid For Coopers Brewery, John P.G. Lessing, Renaee Johns Feb 2009

Resisting A Hostile Takeover: The Lion Nathan Bid For Coopers Brewery, John P.G. Lessing, Renaee Johns

John Lessing

Lion Nathan Ltd (Lion Nathan), Australia’s second largest brewer, through its subsidiary Lion Nathan Australia Pty Ltd (LNA), on 1 September 2005 launched a hostile takeover of Coopers Brewery Limited (hereafter ‘Coopers’). What followed was one of the most fascinating and vigorously contested takeover battles in Australian corporate history. As a case study, it raises a range of corporate law issues including directors’ duties, oppression, share buy-backs, experts’ reports, use of preemption clauses and the interpretation of a company’s constitution. This paper provides an overview of the tactics adopted by both sides during this lengthy battle. It also discusses the …