ASIC sends a message about takeover laws

Takeover law is a high-stakes game, and the criminal charges levelled against former Bellamy's director Jan Cameron show the corporate regulator clearly wants to send a message that disclosure of who owns what is critical for the operation of the market.

The colourful businesswoman could land in jail for failing to disclose her links to the Black Prince Private Foundation, a key shareholder of Bellamy's Australia, during a possible change of control.

One must ask why anyone from Bicheno, on Tasmania's north-east coast, would need to have a complex web of offshore entities that take you all the way to Curaçao, a Dutch Caribbean island?

Last year, Curaçao narrowly escaped placement on the "black list" of tax havens published by the European Union but was on the EU "grey list" of nations that needed to improve their tax policies.

University of Melbourne professor Ian Ramsay said it was widely understood that section 671B(1) of the Corporations Act (which Cameron has allegedly breached) indicated the regulator wanted to send a message to the market about conduct.

"If you don't have this as a market participant in front of mind – the company and its directors will not be well informed – and this is even more important when there is a possible change of control."

ASIC's move comes in a post banking royal commission world, where regulators and courts have little tolerance for breaches.

There have been cases in the past where ASIC went after individuals for the same type of behaviour: Melbourne businessman Wallace Cameron was found guilty in 2008 over charges relating to his ownership of 43 per cent of the shares in pathology company Gribbles Group, of which he was chief executive officer.

The shares were held in the name of a secretive Belgian company called EC Medical Investments NV, and Cameron refused to reveal who controlled it.

In 2014, Avestra Asset Management was convicted and fined $40,000 for breaching takeover laws.

ASIC commissioner Cathie Amour said at the time that investors were entitled to know the identity of the major shareholders of publicly traded companies.

"ASIC expects businesses to comply with important takeover laws that promote market integrity and provide significant safeguards when the control of a listed company changes."