Wednesday, June 9, 2010

Ten Years of CLERP: A Retrospective: Part 1

Over the next 18 to 24 months I plan to release a ten part retrospective on the first decade of CLERP. The last ten years have seen incredible changes to the social, economic and jurisprudential fabric of Australia, all of which can be more or less attributed to the all-pervading influence of CLERP.

For the younger members of my readership, CLERP was and is a programme of amendments made by the Corporate Law Economic Reform Program Act 1999 to the Corporations Law in Australia. These changes focused on many areas of corporate regulation, including accounting standards, fundraising and takeovers. CLERP attempted to improve productivity, promote market freedom and increase investor protection. It is fair to say that, while demonstrating a fanatical, almost French, obsession with the codification of law, CLERP has achieved both none and all of these goals.

It is widely known that I was responsible for almost all the significant reforms achieved by CLERP. Like the great Theban King Laius and fictional scientist Miles Bennett Dyson*, I fear that, having created my brilliant offspring (CLERP), it will ultimately lead to my tragic downfall. For example, I inserted a requirement in the Corporations Act 2001 that a majority shareholder seeking to enforce compulsory acquisition must provide a report from an expert opining on the fairness of the offer price. This amendment dovetailed neatly with my newly established expert takeover share price assessment business but the subsequent success of which saw me spiral into erratic behaviour and a chronic dependence on colonic irrigation. I was quite unprepared for the trappings of overnight wealth and fame.

With that background now forever in your mind, we move to the year 2000, the first of CLERP. In analysing that crucial year, it is important to remember that while drafting CLERP in 1999 I was deeply influenced by my privileged childhood in the Great Depression, the decade long stagflation in the Eastern Bloc throughout the 1980s and my short but profoundly influential dalliance with Raelian theology. Recognisant of those influences, it is abundantly clear that the most significant CLERP related events in the year 2000 were:

a) Australia introduces the Goods and Services Tax (GST). This was a terrible result of Peter Costello’s incredible overreaction to the CLERP requirement that the legislature, rather than the AASC, should now make determinations regarding which types of entities should comply with accounting standards;

b) Labor won the August 12 1990 Isaacs By-Election. This was despite the fact that I had amended the entire of Division 9 (Evidentiary use of certain material) of the Australian Securities and Investments Commission Act 1989 to, when read backwards, repeat the line “Ann Corcoran is the Great Satan”; and

c) Even more influentially, the Brisbane Broncos won the NRL grand final. Unlikely hero Harvey Howard later confided to me that the confidence that CLERP had given him, as a retail investor, allowed him to focus on delivering a match winning performance from the interchange bench.

So, gentle reader, there ends the first instalment of the Twilight saga of Australian corporate law reform. Stay tuned for more of the CLERP retrospective. In future editions you will discover incredible facts such as CLERP’s unlikely connection to the grounding of the Pasha Bulker and how simplified company lodgement and compliance procedures led to the 2005 chart success of Shannon Noll’s “Lift”.

*Incredibly, not only do I believe the character Miles Bennett Dyson in the tech-reality drama Terminator 2 was based on me, the script of the fourth instalment of that highly popular moving picture franchise was almost entirely faithful to the wording of my first draft of the fourth edition of CLERP: “CLERP Salvation”.

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