This is not a book that requires reviewing in the normal sense of the word, being as it is, a compound of the best that Australian Parliamentary drafters can throw at us in the field of Corporate Legislation. It includes such legislative gems as the Corporations Law, Corporations Legislation, ASIC Act and Regulations, and the Corporations (State) Act and related legislation.
To purchase one of these volumes each year is now an established practice for legal and accountancy practitioners in the field and is required purely to keep an up-to-date copy of the numerous legislative amendments over the previous 12 months.
This volume is an orphan since it comes without an acknowledged author. This would be unusual in any other text comprising almost 2,500 pages of wafer-thin paper and small copy, except for this one. It is hard to imagine that any one person would want to be seen claiming responsibility for producing this piece of legislative literature.
Not content with 1,914 pages containing the 1991 national scheme - which was meant to simplify the Australian Corporations Law - together with the Corporate Reform Act 1992 and the First Corporate Law Simplification Act 1995 (Cth), in 1998 the powers that be imposed upon us further legislation in the guise of: (1) The Financial Sector Reform (Consequential Amendments) Act 1998, the main effect of which seems to be the change of name of the ASC to ASIC and widening the jurisdiction of the regulator to cover protection issues of insurance and superannuation financial products; (2) The Company Law Review Act 1998, which re-wrote the law on incorporation, registration, meetings, constitutions and share capital, and; (3) The Managed Investments Act 1998, changing the regulations on prescribed investments and collective investment schemes.
As the publisher notes [1.035 at page 15] "The pace of change does not look like slowing down in the foreseeable future." The text faithfully reproduces pending legislation at the time of printing including the Corporate Law Economic Reform Program Bill 1998 to amend the Australian Securities and Investments Commission Act 1989. Its' more than 600 pages of text seek - in the words of the drafters - to implement proposals to improve the operation of the Corporations Law contained in CLERP Papers No 1,2,3 and 4 respectively in respect to Accounting Standards, Corporate Fundraising, Director's Duties & Corporate Governance and Takeovers - Corporate Control. We are told that these additional legislative attempts are to improve the efficiency of corporate regulation and reduce regulatory burdens on business, therefore facilitating a more efficient and competitive environment.
One has to take these stated aims with a certain degree of cynicism. Somehow it simply betrays common sense to believe that 600 pages of additional amendments will simplify matters and lead to a more efficient business environment. Let us consider for example Part 2F.1A, sections 236-242, which will introduce a new remedy available to shareholders to initiate proceedings on behalf of a company or to intervene in proceedings. It is one thing to say that the amendments are necessary but it is another thing to claim that the introduction of a new remedy will simplify company management and administration.
But an examination of the legislative provisions is not the aim of this review, which merely seeks to review the efforts by the Publishers in putting together such a massive volume of current and proposed legislation in a manner which - if not understandable - is at least accessible.
Aside from the obvious convenience in having all these legislative provisions in one single volume, the subsection headings used by Butterworths are useful aids to reading and research compared to the official text. Historical notes are provided when either regulations or schedules have been amended as well as legislative histories where appropriate.
There is also an introduction to the national scheme and navigational aids such as outlines and tables of provisions and running heads, all helping to attempt to come to grips with the so-called simplified corporate legislation.
One thing is certain, simplified or otherwise the current and proposed legislation will not imply a decrease in the volume of work flowing to corporate lawyers and accountants.
