Siamese twins and virtual mergers: Dual-listed companies in Australia

Abstract

This chapter examines the structure of dual-listed companies (DLC) in Australia and the key legal issues that arise when corporations merge using DLCs. The dual-listed companies structure can be used to effect a virtual merger of two or more companies where a conventional merger is not feasible. Three of Australia's largest corporations, namely, BHP Billiton, Brambles Industries, and Rio Tinto are DLCs, with listings on the Australian and London Stock Exchanges. Their merging companies have retained their separate legal personalities and separate boards of directors and shareholders, without any transfer of business assets. Instead, the separately owned assets are managed jointly by the two ..