Schemes, Takeovers and Himalayan Peaks

20 March 2013


Third edition just released

Ross Parsons Centre of Commercial, Corporate and Taxation Law is pleased to announce the third edition of Schemes, Takeovers and Himalayan Peaks, the leading Australian book on the use of schemes of arrangement to effect changes of control of listed and widely held Australian companies.

The book is written by Tony Damian and Andrew Rich, two experienced public M&A partners at international law firm Herbert Smith Freehills.

The third edition provides a comprehensive review of the law and practice of schemes of arrangement as well as a detailed examination of the policy and regulatory issues relevant to this dynamic area.

Some of the areas covered in the book include:

  • the scheme of arrangement approval process and procedure;
  • class and interest regimes;
  • the transaction and Court documents required for a scheme;
  • break fees, exclusivity arrangements, call option agreements and voting agreements;
  • the use of schemes to effect reverse takeovers, joint bids, demergers, reconstructions and amalgamations;
  • the interpretation and application of s 411(17) of the Corporations Act;
  • creditors' schemes and the use of 'loan to own' acquisition strategies;
  • trust schemes;
  • alternative forms of consideration, such as contingent consideration and stub equity;
  • the comparison of schemes with Chapter 6 takeover bids; and
  • the scheme and merger regimes in England, Delaware, Canada, Europe, New Zealand, Hong Kong, Singapore and South Africa.

The third edition provides a substantial update to the second edition (published in 2009), with more than 380 new decisions of the Courts and the Takeovers Panel cited. The third edition is now approximately 750 pages long.

Schemes, Takeovers and Himalayan Peaks is an essential companion for corporate lawyers, barristers, investment bankers, company executives and others involved in change of control transactions. It is also useful for students and those interested in the policies that underpin the regulatory framework surrounding change of control transactions in Australia.

Copies can be ordered by clicking on the following link