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We provide specialist advice on stock
exchange listings, initial public offerings and compliance with NZX
Listing Rules, the Takeovers Code, the Securities Act, the Securities
Markets Act and other legislation and regulation relevant to issuers.
We advise listed companies in relation
to all legal issues associated with the governance and administration
of listed companies including calling and holding shareholder
meetings, issuing shares or other securities, preparing annual and
semi-annual reports and developing and implementing Dividend
Reinvestment Plans, Corporate Governance Codes and disclosure
policies. We also provide advice regarding issuers’ obligations
when entering into material transactions or transactions with related
parties.
We advise market participants on all
aspects of compliance with the NZX Participant Rules and all
legislation and regulations relevant to their business. This work
includes advice in relation to product development, NZX inspections,
preparing or reviewing client application forms and agreements and
reviewing internal policies and procedures.
In addition, we provide advice to
market participants and listed companies on matters which are to be
dealt with under the NZX Discipline Rules and/or appear before NZX
Discipline on behalf of clients.
We advise Code Companies,
substantial security holders (or holders of voting rights) and
offerors in relation to their obligations under the Takeovers Code.
This advice includes determining when the Code applies, the scope of
the Code’s fundamental rule (that no person may become the
holder or controller of 20% or more of the voting rights in a Code
Company, except in a manner permitted by the Code), the exceptions to
the Code’s fundamental rule, obtaining approval from
shareholders in accordance with the Code, the procedures to be
followed in the course of a takeover as well as the content of
notices of meetings, takeover notices, offer documents and target
company statements.
In the course of providing such
advice we interact with the executive of the Takeovers Panel and make
submissions and prepare applications for exemptions where
appropriate.
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