The Takeovers Panel

The Takeovers Panel is a body corporate established by the Takeovers Act 1993.

Under the Act the Panel must have not less than five and not more than eleven members appointed by the Minister of Commerce. The Minister appoints one member as the Chairperson of the Panel and another member as the Deputy Chairperson.

At least one member must be a barrister or solicitor of the High Court of not less than seven years' practice. All other members must be qualified or experienced in business, accounting or law.

The present members of the Takeovers Panel are:

Chairperson
David Jones, Lawyer

Deputy Chairperson
Colin Giffney, Stockbroker & Corporate Advisor

Members
Murdo Beattie, Investment Banker
Andy Coupe, Advisor for Investment Banking
Philippa Greenwood, Lawyer
Kevin O'Connor, Company Director
David Quigg, Lawyer
Peter Scott, Investment Banker, based in Melbourne
Sue Suckling, Company Director and Business Consultant
Keith Taylor, Company Director and Business Consultant
John Waller, Accountant

Chief Executive Officer, Kerry Morrell
General Counsel, Margaret Bearsley
Senior Lawyer, Jennifer Fawcett
Lawyer, Matthew Tolan
Lawyer, Tom Barnes
Lawyer, Diana Makker
Accountant, Hilary Fleming
Secretary, Gayle Steere

The functions of the Takeovers Panel are set out in Section 8 of the Takeovers Act 1993. In summary the Panel's functions are:

To keep under review the law relating to takeovers of specified companies and to recommend to the Minister any changes to that law it considers necessary;

For the purposes of its review of the law, to keep under review practices relating to takeovers of specified companies;

To investigate any act or omission or practice for the purpose of exercising its powers under the enforcement provisions of the Act;

To make determinations and orders and make applications to the Court under the enforcement provisions of the Act;

To co-operate with any overseas regulator and for that purpose to communicate to that regulator information obtained by the Panel in the performance of its functions and powers which the Panel considers may assist that regulator in the performance of its functions;

To promote public understanding of the law and practice relating to takeovers.

In exercising its functions and powers the Panel shall comply with the principles of natural justice.

The powers of the Panel are set out in Part 3 of the Takeovers Act 1993. In summary the powers of the Panel are:

To issue summonses and to take evidence on oath;

To carry out inspections and obtain evidence at the request of overseas regulators;

To make confidentiality orders;

To accept undertakings that are enforceable by the Courts;

To inspect documents, and to authorise the Registrar of Companies or any other person to undertake inspections;

To grant exemptions from the Code;

To enforce the Takeovers Code by:

• making determinations on whether a person is complying with the Code;
• issuing restraining orders; and
• applying for Court orders.

Under the Takeovers Code the Panel has powers to approve independent advisers and appoint independent experts.

The Takeovers Code recommended by the Panel was adopted by Government on 16 October 2000 and notified in the Gazette on 19 October 2000. It came into force on 1 July 2001.

The Panel has a policy role
The Panel reviews legislation relating to takeovers and the application of the legislation to specified companies. Based on these reviews the Panel recommends to the Minister amendments to legislation.

The Panel enforces the Takeovers Code
Where the Panel suspects a breach or intended breach of the Code it can:

• accept enforceable undertaking from the party or parties in breach of the Code;
• call a meeting to determine whether to exercise its powers; and
• make an interim restraining order which may remain in force until two days after the date of the meeting.

After a meeting if the Panel is not satisfied that the Code has been complied with it can:

• issue a restraining order for up to 21 days if an interim restraining was not made;
• extend the interim restraining order for a further 21 days;
• apply to the Court for a wide range of orders including orders for:
  • disposal or forfeiture of shares;
  • removal of voting rights;
  • avoidance of agreements; and
  • payment of compensation.

The Court may have regard to any determination or recommendation made by the Panel, including any recommendation made at the request of the Court.

The Panel approves independent advisers and appoints experts Under the Takeovers Code reports from independent advisers and independent experts are required in various circumstances When this occurs the Panel is required to approve the independent adviser and appoint the independent expert.

The Panel grants exemptions from the Takeovers Code
The Panel may grant exemptions from compliance with any provision of the Takeovers Code. Exemptions may be granted to any person or any class of persons or class of transaction or class of offer, and may be subject to terms and conditions.

The Panel promotes public understanding of the law and practice relating to takeovers
This web site carries information about the Takeovers Act 1993, the Code, and about the Panel and its work.

The Panel also publishes a newsletter, Code Word, with information of interest to shareholders, lawyers, companies and others. Code Word is available in hard copy and is also published on this web site.

Takeovers Panel
Level 3, Solnet House
70 The Terrace
PO Box 1171
Wellington 6011

Phone: 64 4 815 8420
Fax: 64 4 815 8459
Email: takeovers.panel@takeovers.govt.nz

Chief Executive Officer, Kerry Morrell phone (64 4) 815 8452
General Counsel, Margaret Bearsley (64 4) 815 8453
Senior Lawyer, Jennifer Fawcett (64 4) 815 8451
Lawyer, Matthew Tolan (64 4) 815 8454
Lawyer, Tom Barnes (64 4) 815 8455
Lawyer, Diana Makker (64 4) 815 8456
Accountant, Hilary Fleming (64 4) 815 8450
Secretary, Gayle Steere (64 4) 815 8420

The Takeovers Panel will advertise vacancies on this website. Currently there are no vacancies.