Corporate Reporter - bellgully.com

1 Corporate Reporter 21 February 2018 WELCOME to Issue No. 50 of Corporate Reporter , Bell Gully's regular round-up of Corporate and general commercial matters, designed to keep you informed on regulatory developments, legislation and cases of interest. IN BRIEF Items in this issue include: Government puts cartel criminalisation back on the table, Judicial guidance on the application of the penalty doctrine in New Zealand, First tranche of AML/CFT Phase 2 regulations enacted, New guidance notes on trading conduct and conflict management for NZX Participants, New category of sensitive land for OIO approval proposed, Updated and new class exemptions for the FMC Act regime.

2 And The latest media releases from the New Zealand Commerce Commission and the Australian Competition and Consumer Commission. Corporate Reporter 21 FEBRUARY 2018 2 CONTENTS CAPITAL MARKETS Select Committee consults on the financial Services Legislation Amendment Bill New requirements for trans-Tasman mutual recognition offer regime in the pipeline FMA releases Conduct Outcomes Report for 2017 Applications for providing robo-advice to open soon Refinements made to the investment company FMC Act designation notice Class exemptions for assurance engagements of overseas custodians extended financial Advisers

3 (Australian Licensees) Exemption Notice extended financial Advisers (Australian Qualified Advisers) Exemption Notice 2018 Exemption granted for managers of notional MISs FMC Act class exemption for irrigation companies NZX has published new guidance notes on trading conduct and conflict management for NZX Participants NZX publishes latest gender diversity statistics for Main Board issuers NZX releases submissions on its Listing Rules review discussion document MERGERS & ACQUISITIONS New category of sensitive land for OIO approval proposed Latest Takeovers Panel Code Word released

4 COMMERCIAL Judicial guidance on the application of the penalty doctrine in New Zealand First tranche of AML/CFT Phase 2 regulations enacted AML/CFT Guidance notes updated Facilitating digital interactions in existing legislation Agreement reached on CPTPP with signing in March 2018 COMPETITION AND CONSUMER LAW Government puts cartel criminalisation back on the table The latest media releases from the New Zealand Commerce Commission The latest media releases from the Australian Competition and Consumer Commission.

5 NEED MORE INFORMATION? For more information on any of the items in the Corporate Reporter , please contact your usual Bell Gully adviser or any member of Bell Gully s Capital Markets, Commercial, M&A or Competition teams. Alternatively, you can contact the editor Diane Graham by email or call her on 64 9 916 8849. Disclaimer This publication is intended to merely highlight issues and not to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.

6 You should take legal advice before applying the information contained in this publication to specific issues or transactions. Bell Gully 2018 Corporate Reporter 21 FEBRUARY 2018 3 CAPITAL MARKETS Legislative developments Select Committee consults on the financial Services Legislation Amendment Bill The Economic Development, Science and Innovation Select Committee called for submissions on the financial Services Legislation Amendment Bill at the end of last year. The closing date for submissions is 23 February, which leaves the committee with just over three months to consider submissions and report back to the House on 7 June 2018.

7 Submissions made on the Bill will be available to view on Parliament s website here once the committee has considered them, or once the committee has heard from a submitter. Further details on the submission process are available here. The Bill creates a new regulatory regime for providing financial advice and other financial services. It will change the way financial advice on products, such as mortgages, investments, insurance, KiwiSaver funds and other bank products, is regulated by repealing the financial Advisers Act 2008 and amending both the financial Markets Conduct Act 2013 (FMC Act) and the financial Service Providers (Registration and Dispute Resolution) Act 2008 (FSPR Act).

8 Once the Bill is enacted, the majority of the regulation for financial advice will sit within the FMC Act. The Bill also addresses the misuse of the financial Service Providers Register through amendments to the FSPR Act, and includes some other minor changes and improvements to the FMC Act to address issues that have emerged since the implementation of the FMC Act regime. For further details on the key changes introduced by the Bill and the likely implementation timeline see our article in the December 2017 issue of Corporate Reporter here.

9 New requirements for trans-Tasman mutual recognition offer regime in the pipeline In December last year the Australian Treasury released a consultation on draft legislation which will implement new design and distribution obligations for entities that issue or distribute financial products to retail investors in Australia. The new obligations generally apply to offers of financial products that require disclosure under the Australian Corporations Act 2001 or which are exempt from such disclosure due to a mutual recognition scheme, such as recognised offers of New Zealand products under the trans-Tasman mutual recognition regime.

10 Certain offers will be exempted, including where the financial product is an ordinary share in a company (but not if the ordinary shares are convertible into preference shares or the company carries on a business of investment in financial products, interests in land or other investments and it invests funds raised from the public). The design and distribution obligations are aimed at improving consumer protection by requiring issuers and distributors to determine the target market for their products, having regard for whether the product would generally meet the likely objectives, financial situations and needs of consumers in that market.