Index	Year	Month	Page
INSTITUTE COMMENTARY • Sections of the Second Corporations Law Simplification Bill dealing with disclosure dominate advice members will give their Boards in 1997	1997	February	2
MONASH UNIVERSITY • An introduction to one of the tertiary bodies that qualifies candidates educationally for Institute membership	1997	February	4
TRANSFER PRICING • Tax Commissioner Carmody has delivered 'comprehensive' guidance on his arms length principles for transfer pricing • This requires organisations to maintain contemporaneous documentation or to increase their risk of audit by the ATO • As this issue will be around for some time to come, a risk assessment review seems well justified for those involved	1997	February	5
CORPORATIONS AND FOREIGN COMPANIES IN SINGAPORE • Many Australian corporations find it useful to operate in Singapore as a base for reaching out into Asia • Singapore's Registrar of Companies describes her country's regulation of local corporations and foreign companies	1997	February	7
AWA REVISITED • The findings in the AWA case raise questions about what faith can be placed in the statutory audit • This, in turn, suggests shareholders must take more responsibility for the board they elect and even for the managers the board employs	1997	February	10
CORPORATE MANAGEMENT • Doing business in China means negotiating a cultural, political and be aurocratic maze • On the other hand, many of the perceived difficulties are self-made by having little knowledge of the Chinese way • The potential rewards are great so a middle way is worth the effort	1997	February	13
DUE DILIGENCE • Due diligence in preparing a prospectus is an important element of Corporations Law and carries onerous responsibilities for those involved • It requires professionalism and team work for its planning and management plus detailed risk management of the process itself • This process includes defining objectives and scope, the DD committee plus planning, good management and clear documentation • A useful checklist is provided	1997	February	16
INFORMATION AND THE YEAR 2000 • An Institute interview with Frank McKenna, Managing Director of GMB Records and Information Management Systems • Organisations will require an information strategy supported by a computerised management system • The system will improve business, lower costs, raise customer service levels and provide protection from dispute	1997	February	22
CORPORATIONS LAW UPDATE • Disputing the validity of a statutory demand • Mistakes and rectification of a contract • The ASC and procedural fairness • Offensive names • Guarantors and deeds of company arrangement	1997	February	26
ASC RELEASES • Insolvent trading • Compulsory acquisition of shares • ASC annual report for 1995-96 • Audit relief for large proprietaries • Proceedings against former Adsteam directors and auditors	1997	February	29
TAXATION LAW UPDATE • In the Spotless case the High Court considered the operation of Part I VA of the ITAA • to found that a rational commercial decision may still be caught by the anti-avoidance provisions	1997	February	32
INDIRECT TAX UPDATE • Corporate reconstructions need to consider stamp duty implications on a state by state basis	1997	February	36
CONSUMER LAW UPDATE • A 1996 case illustrates two important aspects of representations made • Firstly, that broad discretion cannot be relied upon when representations have been to the contrary • Secondly, that documentation will not negate representations made to induce parties to enter contracts	1997	February	38
ENVIRONMENTAL LAW UPDATE • Woodchip export regulations introduced • NSW amends its Environmental Planning and Assessment Act • Queensland's draft noise EPP	1997	February	41
EMPLOYMENT LAW UPDATE • Express incorporation of award provisions into the contract of employment • Two recent cases highlight the need for care if the risk of excessive claims is to be avoided	1997	February	44
SUPERANNUATION LAW UPDATE • Retirement savings accounts • Tax payment classifications and grouping provisions • Profits derived from pooled superannuation trusts and life assurance policies • Requesting TFN's • New preservation arrangements deferred	1997	February	46
INSTITUTE COMMENTARY • Institute now on the Internet • McNair Anderson to survey members' views about the Institute • Institute submission to government on 2CLSB	1997	March	50
MISSION STATEMENTS • Mission statements are important because they tell stakeholders what is in the hearts and minds of management • Their place in strategic management is past questioning; the question to be resolved is what they should include • All organisations are different so mission statements need to be tailored for each corporation's specific needs • There are, however, some key components. These are discussed	1997	March	52
SHAREHOLDERS' CONCERNS • Listing Rule 3C(3)(j) provides a legal minimum disclosure of governance practices Company secretaries, however, need to expect that shareholders will ex press wider concerns and demand more specific responses • The AIMA has issued guidelines based on the more onerous demands that are common overseas • It therefore would be wise for boards to formulate policies that anticipate these concerns	1997	March	54
CORPORATE MANAGEMENT • The application of holistic logic might have helped avoid many recent corporate collapses • It would have allowed the organisation to be flexible and to respond to change • By taking a top-down approach individual activities are directed to a common objective • The organisation will become quality driven	1997	March	57
ELECTRONIC RECORDS AND THE EVIDENCE ACT • Legal discovery extends to electronic records all the way down to the office e-mail • Whilst company secretaries and managers are aware of the need to handle sensitive material responsibly other employees will need re-training • The impact of FOl legislation in this context also needs consideration • The current and future direction of law in this area shows that 'internal' material may later be subjected to 'external' scrutiny	1997	March	60
INNOVATION THROUGH EMPLOYEE INVOLVEMENT • Employee suggestion systems can be made to work effectively • Experience in the US points to real benefits being achieved by well known companies that include Toyota and General Electric • The goals, features, drawbacks and achievements of several programs are overviewed	1997	March	64
STATE OWNED ENTERPRISE • Corporatisation of public enterprise is gaining momentum in Australia as the economy becomes more deregulated • At best, however, it merely is a replication of genuine free enterprise • Theory of the firm and concepts of agency cost indicate lower efficiency than full privatisation	1997	March	67
CORPORATIONS LAW UPDATE • Unfair preference in an insolvency avoided by payment coming via a third party A 1996 case shows the need for those covered by d and o insurance to comply with policy terms• Complex issues in liquidating a trustee • The need to precisely follow procedural provisions of the Corporations Law in seeking a winding upLiability of directors to civil penalties • Legalities in the voting authority of a company's representative • A practical use of a scheme of arrangement • Releasing joint obligations, the need for care following a convoluted exception to the general law principal in a recent case• Third party costs and ASC investigations • Complex issues in liquidating a trustee	1997	March	70
ASC RELEASES • Barter trading • Collective action by institutional investors • New ASC fees	1997	March	73
ASC RELEASES • Remuneration disclosures for non-resident directors • Officers' obligations to provide books and records under insolvency provisions	1997	March	73
TAXATION LAW UPDATE • Exemption for an educational scholarship • Alternative assessments under Part IVA successfully challenged at the Full High Court • Interest withholding tax	1997	March	76
INDIRECT TAX UPDATE • Private Sector Linkages Program • Queensland Payroll Tax changed to overcome minimisation schemes • Sales Tax and Romalpa clauses • Cost recovery by the Australian Customs Service Victorian Payroll Tax and various labour market programs	1997	March	80
CONSUMER LAW UPDATE • Counter claims of acquiescence need to be both relevant and specific	1997	March	83
CONSUMER LAW UPDATE • Prior uncertainties have been clarified by a finding that parties cannot be joined outside the statutory limitation period	1997	March	84
ENVIRONMENTAL LAW UPDATE • NSW implements new waste management laws • NSW extends time for bringing prosecutions under the EOPA • NSW enacts PCA to facilitate enforcement of the CAA by the EPA • NSW introduces the 'Protection of the Environment Operations Bill' • Federal government to establish a National Pollutant Inventory	1997	March	86
EMPLOYMENT LAW UPDATE • Unfair dismissal provisions in the Workplace Relations Act • Unlawful termination	1997	March	88
SMALL PRINT • An examination of the sources and true nature of power within an organisation	1997	March	92