Corporate Law glossary
Australian corporate law is largely codified in the Corporations Act 2001 (Cth), supplemented by ASX Listing Rules and ASIC regulatory guidance. This glossary covers 40 commonly used terms in company, M&A, and capital markets practice.
This is a glossary of 40 key terms used in Australian corporate and M&A practice. Each entry has a plain-English definition and, where relevant, a citation to the Corporations Act 2001 (Cth).
Definitions
Acquisition notice
A disclosure required of a substantial holder who acquires or ceases to hold a relevant interest of 5% or more in a listed entity.
ASIC
The Australian Securities and Investments Commission — the corporate, markets, and financial services regulator.
ASX
The Australian Securities Exchange — Australia's primary listed securities and derivatives market, whose Listing Rules bind listed entities.
Board
The collective body of directors responsible for the management and oversight of a company.
Bookbuild
A capital raising process in which an investment bank collects bids from institutional investors to determine the price and allocation of new securities.
Capital reduction
A reduction in a company's share capital under Part 2J.1, which may be equal or selective and requires shareholder approval.
Class order
A legislative instrument made by ASIC granting relief from Corporations Act requirements to a class of persons or transactions. Now typically called ASIC instruments.
Company constitution
The rules that govern the internal management of a company, binding the company, its directors, and its members.
Continuous disclosure
The obligation on listed entities to immediately disclose price-sensitive information to the market.
Creep provision
The exception to the 20% takeover threshold allowing a holder of 19%-plus to acquire up to 3% more every six months.
Debenture
A chose in action that includes an undertaking by a body to repay a debt, typically issued to the public.
Director
A person appointed to the office of director of a company, including alternate directors and persons not validly appointed who act as directors.
Director duties
The statutory and general law duties owed by directors to the company, including good faith, proper purpose, care and diligence, and no conflict.
Due diligence
The investigation of a company's legal, financial, and commercial affairs in connection with a transaction, capital raising, or appointment.
EGM
An extraordinary general meeting of members held outside the ordinary annual cycle, typically called to approve significant transactions.
Escrow
A restriction on dealing with securities for a specified period, typically imposed on founders or vendors following an IPO.
Financial assistance
Financial assistance given by a company to acquire shares in itself or its holding company, prohibited unless shareholder approval is obtained or an exception applies.
General meeting
A meeting of members of a company, whether an annual general meeting or a general meeting called for a specific purpose.
Holding company
A company that controls another company (a subsidiary) through majority voting power, board control, or economic interest.
Insider trading
The prohibition on trading in financial products while in possession of information that is not generally available and is price-sensitive.
IPO
Initial public offering — the first offering of a company's shares to the public in connection with an ASX listing.
Listing Rules
The rules made by ASX governing the admission, continuing obligations, and conduct of listed entities.
M&A
Mergers and acquisitions — the area of corporate practice dealing with the purchase, sale, and combination of businesses and companies.
Market announcement
A formal disclosure lodged with ASX to notify the market of price-sensitive information.
Notice of meeting
A formal notice convening a meeting of members, setting out the business to be considered and accompanying explanatory memorandum.
Oppression
The statutory remedy available to a member where the affairs of a company are being conducted in a manner that is contrary to the interests of members as a whole or oppressive to a member.
Prospectus
A disclosure document required for offers of securities to retail investors, setting out prescribed information about the offer and the issuer.
Proxy
An authority given by a member for another person to vote on their behalf at a meeting, lodged in accordance with the notice of meeting.
Relevant interest
A concept used to determine ownership or control of voting shares in a company, including legal, beneficial, and control-based interests.
Scheme of arrangement
A court-approved arrangement between a company and its members or creditors under Part 5.1, often used for friendly takeovers.
Subsidiary
A body corporate controlled by another body corporate (its holding company).
Substantial holder
A person who has a relevant interest in 5% or more of the voting shares in a listed entity and is required to disclose that interest.
Takeover
The acquisition of control of a company, typically by an off-market or on-market bid under Chapter 6 of the Corporations Act.
Takeovers Panel
The primary body for resolving takeover disputes in Australia, with the power to make declarations of unacceptable circumstances.
Truth in takeovers
The ASIC and Takeovers Panel policy that bidders and other market participants must be held to last-and-final statements during a bid.
Underwriting
An agreement under which an underwriter commits to take up unsubscribed securities in a capital raising, ensuring the issuer receives the expected proceeds.
Voting exclusion
A restriction on voting at a meeting under the ASX Listing Rules or Corporations Act where a person has a material interest in the outcome of the resolution.
Research these terms in context
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This glossary is a general reference for practitioners — not legal advice. Always verify against the current Corporations Act and ASX Listing Rules.
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