June 7, 2011

More ASIC antics with semantics

Just when I thought that I had worked out what "fair and reasonable" means ASIC bowls another googly, this time in the form of Regulatory Guide 111 Content of Expert Reports
The Corporations Act requires an expert to express the opinion using particular language depending on the type of transaction. For example:
(a) whether a takeover bid is ‘fair and reasonable’ under s640;
(b) whether a scheme of arrangement is in ‘the best interests of the members of the company’ under sch 8, cl 8303 of the Corporations Regulations; and
(c) whether the proposed terms in the buy-out or acquisition notice give a ‘fair value’ for the securities under s667A(1).
So it looks as if we can toss aside the "fair and reasonable" and concentrate on in "the best interests of the members of the company".

How the expert is able to identify what constitutes the best interest of every shareholder is beyond me, maybe because I am not an expert.