Public M&A EP30: Changes to the Code rules on companies to which the Takeover Code applies

In this episode of the Herbert Smith Freehills Tax Podcast, partner Toby Eggleston and consulting Professor Graham Cooper discuss recent tax policy announcements from both major political parties in light of the upcoming election. They focus on measures affecting large businesses, small businesses, and individuals and on unenacted measures and the implications of these policies for businesses and taxpayers. also touch on the impact of global tax trends, specifically the OECD’s pillar one and pillar two frameworks. 00:10 Introduction and Welcome 00:37 Election Cycle Updates 01:50 Tax Proposals for Individuals 08:49 Tax Proposals for Small Businesses 15:15 Venture Capital and Fuel Excise 18:01 Unenacted Measures and Future Proposals 28:47 Conclusion and Final Thoughts

Reforms to the ‘tipping off’ offence under section 123 of the Australian Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) came into force from the 31st of March. The revised offence differs significantly from the former regime and will have significant implications for the day-to-day practices of many Australian businesses. In this episode, HSF Partners Bryony Adams and Alice Molan, and Senior Associate Daniel Hyde, outline how the revised offence differs from the former, discuss key themes emerging from AUSTRAC’s recently released guidance, and provide some thoughts on what the reforms might mean for reporting entities and others.

In this Easter edition of the public law podcast, Jasveer Randhawa is joined by HSF partners Nusrat Zar and James Wood. Together, they discuss the application and availability of public law in a contractual context. They then delve into the cases of Sarcp and Clifford to consider the duty to consult and the Gunning principles. To conclude, they explore approaches to the extension of Convention rights and reflect on public law courts' willingness to carry out and safeguard their role in cases ranging from environmental protection to unfairness relating to policy changes. Don’t forget to subscribe to the channel to receive updates on future episodes: https://soundcloud.com/herbert-smith-freehills Speakers: Jasveer Randhawa (Knowledge Counsel), Nusrat Zar (Partner), and James Wood (Partner). You can find out more about the cases covered in this podcast on our blog at the following links: Court of Appeal finds contractual dispute resolution process amenable to judicial review https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/Court-of-Appeal-finds-contractual-dispute-resolution-process-amenable-to-judicial-review- How (not) to consult: consultation and the Gunning principles in operation https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/how-not-to-consult-consultation-and-the-gunning-principles-in-operation No interest here: High Court refuses to extend extraterritorial scope of the European Convention on Human Rights https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/no-interest-here-high-court-refuses-to-extend-extraterritorial-scope-of-the-european-convention-on-human-rights European Court of Human Rights finds first violation of Convention rights based on climate change https://www.herbertsmithfreehills.com/notes/publiclaw/2024-04/european-court-of-human-rights-finds-first-violation-of-convention-rights-based-on-climate-change European Court of Human Rights finds state failure to deal with decades of large scale pollution breaches right to life https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/European-Court-of-Human-Rights-finds-state-failure-to-deal-with-decades-of--large-scale-pollution-breaches-right-to-life

In this episode, we cross examine Mark Rigotti, Managing Director and Chief Executive Officer of the Australian Institute of Company Directors (AICD), technically the largest director institute in the world with 53,000 members. Mark has had a remarkable career, including as Global CEO at Herbert Smith Freehills for two terms over 2014-2020 (based in London). He was also Chair of the firm's Global Executive, Chair of the Global Diversity & Inclusion Group and a Member of the HSF Global Partnership Council. Prior to becoming the Global CEO of HSF, he led a number of practice groups including the Banking and Finance Group as well as the Corporate Group. In this podcast we go deep into cyber governance, we look at the role of the AICD, the challenges faced by the board before / during an incident, how you measure risk for your businesses and make risk based decisions. We also take a closer look at trust at the board table – both between directors and between management. I had to ask Mark about the role of the lawyer in cyber…his observations are spot on. Thanks again for listening. This is Cross Examining Mark Rigotti, CEO of the AICD. Here we go…

In this episode we discuss "bear hugs", that is where a potential bidder for a target goes public about its possible offer without the target board's consent and appeals directly to the target's shareholders. We talk about: • why a bear hug might be used by a bidder; • where we have seen them used in recent months; and • why we are seeing more of them.

Join our experts as they discuss how to approach legal professional privilege in the context of collaboration platforms such as Microsoft Teams, Slack and WhatsApp, particularly in light of possible requirements to produce documents to regulators, discovery obligations and other litigation processes.

Recorded 31 March 2025 This election special of Inside IR looks at the upcoming 2025 Australian Federal Election through an industrial relations and employment lens. Given the vast amount of reform over the last 3 years, what does the next term of federal politics look like? Our team explores how the major parties are approaching their election campaigns, as well as the key roles that the independents are once again expected to play. Drew Pearson (Partner) and Natalie Gaspar (Partner) first set the scene with a brief history on IR reform over the last couple of decades and how we arrived where we are today, and discuss the potentially crucial role of the independents in the next Parliament. Wendy Fauvel (Partner) and Rommo Pandit (Executive Counsel) then touch on the ALP’s agenda, and the ACTU’s proposals that we may see the ALP adopt, including in relation to bargaining, superannuation, consultation and AI, and whistleblowing.

Transparency in AI - The legal principles governing decision-making by public authorities and regulators In this edition of the Herbert Smith Freehills Public Law Podcast, Andrew Lidbetter and Hannah Lau explore the issue of transparency in AI-driven decision-making which involves AI public bodies and regulators. With AI being used increasingly to inform regulatory and public body decisions, we discuss the challenge that a potential lack of transparency poses and explore the current legal position. We unpack how pre-established legal principles might assist (or may need to evolve) in holding regulators and public bodies accountable when it comes to transparency in decision-making which involves AI. Join us as we reflect on some of the legal complexities in this ever-developing area.

In this latest episode of Insurance Bites, partners Greig Anderson and Antonia Pegden and associate Meena Mariadassou explore the insurance implications of the motor finance broker commission cases (Johnson v FirstRand Bank; Wrench v FirstRand Bank; Hopcraft v Close Brothers). The Supreme Court hearing of this case begins this morning, and could have significant consequences for financial services policyholders in the UK - this episode gives an overview of the case, and practical steps to take from a coverage perspective. You can find links to our blogs and podcasts on the cases covered in this podcast below: • Court of Appeal finds lenders liable in motor finance broker commission cases https://www.herbertsmithfreehills.com/notes/insurance/2024-posts/Court-of-Appeal-finds-lender-liable-in-motor-finance-broker-commission-cases- • Secret commissions and indemnity policies: Insurance implications of Court of Appeal broker commissions decision in Johnson v FirstRand https://www.herbertsmithfreehills.com/notes/insurance/2024-posts/secret-commissions-and-indemnity-policies-insurance-implications-of-court-of-appeal-broker-commissions-decision-in-johnson-v-firstrand • High Court confirms 5,800 motor finance claimants can use omnibus claim forms and do not need to issue separate claim forms https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/high-court-confirms-motor-finance-claimants-can-use-omnibus-claim-forms-and-do-not-need-to-issue-separate-claim-forms • Motor Finance: Where are we and where next? https://www.herbertsmithfreehills.com/notes/fsrandcorpcrime/2025-posts/motor-finance--where-are-we-and-where-next

Given the recent commencement of criminal wage thefts laws, increase in the maximum civil penalties that can be awarded for wage non-compliance, and focus of the Fair Work Ombudsman on prosecuting wage non-compliance, it is more important than ever to get wage compliance right. But there is a feature of our industrial relations system that can sometimes make achieving compliance a rather difficult exercise…. We are of course talking about long, complex and ambiguous enterprise agreements. Many employers are saddled with enterprise agreements that are, at best, confusing, and at worst, internally inconsistent. They are a product of decades of enterprise bargaining – where words that were crafted 30 or so years ago have either been left as they were and considered too difficult to modernise, or been added to over time resulting in an unwieldly hodgepodge of obligations, entitlements, exceptions, and conditions. The cost and risk to business of managing compliance with these types of instruments is significant yet attempts to modernise terms during enterprise bargaining processes are often met with resistance. In our latest episode of our market-leading industrial relations podcast Inside IR, Partner Rohan Doyle and Senior Associate Mitchell Brennan grapple with this problem and explore potential solutions. Rohan and Mitchell: • provide a refresher on the potential consequences of long, complex, and ambiguous enterprise agreements, including in light of recent IR reform; • reflect on the reasons as to why some enterprise agreements have become a source of a significant non-compliance risk, and compliance cost, for some employers; and • explore various paths that employers can take – both inside and outside of bargaining – to achieve clearer terms and conditions that are easier and more cost effective to comply with.