{"id":"C1961A00038","name":"Commonwealth Serum Laboratories Act 1961","slug":"commonwealth-serum-laboratories-act-1961","collection":"act","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":"38 of 1961","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":1671,"registerId":"C2017C00073","compilationNumber":"19","startDate":"2017-03-01","status":"InForce","reasons":[{"affect":"Amend","markdown":"sch 2 (items 43, 44) of the [Insolvency Law Reform Act 2016](/C2016A00011)","dateChanged":null,"amendedByTitle":null,"affectedByTitle":{"name":"Insolvency Law Reform Act 2016","year":2016,"number":11,"titleId":"C2016A00011","provisions":"sch 2 (items 43, 44)","seriesType":"Act","optionalSeriesNumber":null}}],"registeredAt":"2017-03-07T14:54:11.047Z"},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"## Part 1—Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"#### 1 Short title\n\n  This Act may be cited as the Commonwealth Serum Laboratories Act 1961.","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Interpretation","content":"#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> CSL means the body corporate that, at the commencement of this section, exists, because of this Act, under the name “Commonwealth Serum Laboratories Commission”.\n\n> employment, in relation to a staff member, means employment by, or service with, CSL.\n\n> member, in relation to CSL at any time before the transition, includes a Commissioner and the Managing Director.\n\n> memorandum means memorandum of association.\n\n> share, in relation to CSL, means a share in the share capital of CSL.\n\n> staff member means a person who, immediately before the transition is:\n\n    (a) the Managing Director of CSL; or\n    (b) an officer or employee of CSL.\n\n> subsidiary has the meaning given by section 5.\n\n> transferring asset means an asset to which a determination under paragraph 31A(1)(a) applies.\n\n> transferring liability means a liability to which a determination under paragraph 31A(1)(b) applies.\n\n> transition means the commencement of Part 3, being the Part inserted by section 13 of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> wholly‑owned subsidiary, in relation to CSL, means a body corporate:\n\n    (a) that is a subsidiary of CSL; and\n    (b) none of whose members is a person other than:\n    (i) CSL; or\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of CSL; or\n    (iii) a nominee of CSL or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) CSL; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Subsidiaries","content":"#### 5 Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same way as the question whether a corporation is a subsidiary of another corporation is determined under the Corporations Act 2001.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Operation of Act","content":"#### 6 Operation of Act\n\n  This Act applies both within and outside Australia.","sortOrder":5},{"sectionNumber":"7","sectionType":"section","heading":"Extension to external Territories","content":"#### 7 Extension to external Territories\n\n  This Act extends to all external Territories.","sortOrder":6},{"sectionNumber":"Part 2","sectionType":"part","heading":"Creation of capital structure and other steps prior to conversion of CSL into a public company","content":"## Part 2—Creation of capital structure and other steps prior to conversion of CSL into a public company","sortOrder":7},{"sectionNumber":"8","sectionType":"section","heading":"Share capital of CSL","content":"#### 8 Share capital of CSL\n\n  (1) As from the commencement of this Part, CSL is to have an authorised and issued share capital.\n  (2) The amount of the issued share capital must be equal to the amount that subsection 9(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital must be divided into shares of $1 each.\n  (4) The share capital may be divided into classes of shares.\n  (5) As from the transition, this section has effect subject to the Corporations Act 2001.","sortOrder":8},{"sectionNumber":"9","sectionType":"section","heading":"Issue of shares in CSL","content":"#### 9 Issue of shares in CSL\n\n  (1) As soon as practicable after the commencement of this Part, CSL must apply the capital that it has at that commencement in paying up, in full, shares in CSL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), CSL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) The issue of shares under subsection (3) discharges in full CSL’s obligations to repay the capital to the Commonwealth.\n  (6) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (5).\n  (7) A person is not a member of CSL at any time before the transition merely because the person holds shares in CSL.","sortOrder":9},{"sectionNumber":"10","sectionType":"section","heading":"CSL to apply to be registered as company etc.","content":"#### 10 CSL to apply to be registered as company etc.\n\n  (1) CSL must, before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Serum Laboratories Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for CSL; and\n    (d) if the rights attached to shares included in a class of shares under subsection 9(4) are not provided for in the memorandum or articles, lodge with the National Companies and Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) CSL is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Serum Laboratories Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).","sortOrder":10},{"sectionNumber":"11","sectionType":"section","heading":"New name of CSL","content":"#### 11 New name of CSL\n\n  (1) On the day immediately before the transition, CSL’s name is, by force of this subsection, changed to “Commonwealth Serum Laboratories Limited”.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) CSL was a company, within the meaning of that Act, when the change was made; and\n    (b) the change was made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) CSL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.","sortOrder":11},{"sectionNumber":"Part 3","sectionType":"part","heading":"Conversion of CSL into a public company","content":"## Part 3—Conversion of CSL into a public company","sortOrder":12},{"sectionNumber":"12","sectionType":"section","heading":"Effect of Part—summary","content":"#### 12 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) CSL is a company registered under the Companies Act 1981; and\n    (b) CSL’s name is “Commonwealth Serum Laboratories Limited”; and\n    (c) CSL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to CSL.","sortOrder":13},{"sectionNumber":"13","sectionType":"section","heading":"CSL taken to be registered under Companies Act","content":"#### 13 CSL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 10(1)(a) and to register CSL as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the commencement of this Part; and\n    (c) to have so registered CSL, at the commencement of this Part:\n    (i) by the name “Commonwealth Serum Laboratories Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Serum Laboratories Limited” in relation to CSL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of CSL’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, CSL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.","sortOrder":14},{"sectionNumber":"14","sectionType":"section","heading":"Memorandum and Articles of CSL","content":"#### 14 Memorandum and Articles of CSL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 10(1)(c):\n    (a) are respectively the memorandum, and the articles, of CSL; and\n    (b) bind CSL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to CSL’s memorandum and articles as if they had been registered as such under that Act.","sortOrder":15},{"sectionNumber":"15","sectionType":"section","heading":"Membership of CSL","content":"#### 15 Membership of CSL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of CSL, ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in CSL at the commencement of this Part becomes, by force of this subsection, a member of CSL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of CSL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of CSL under CSL’s memorandum and articles.","sortOrder":16},{"sectionNumber":"16","sectionType":"section","heading":"Past members","content":"#### 16 Past members\n\n  For the purposes of Division 2 of Part 5.6 of the Corporations Act 2001, a person is not a past member of CSL merely because he or she was a member of the CSL Commission, or acted as a member of the Commission, before the commencement of this Part.","sortOrder":17},{"sectionNumber":"19","sectionType":"section","heading":"Operation of section 25B of Acts Interpretation Act","content":"#### 19 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to CSL.","sortOrder":18},{"sectionNumber":"Part 3A","sectionType":"part","heading":"National interest restrictions on CSL Limited","content":"An Act relating to the constitution of CSL as a public company, and for other purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Commonwealth Serum Laboratories Act 1961.\n\n#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.\n\n#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> CSL means the body corporate that, at the commencement of this section, exists, because of this Act, under the name “Commonwealth Serum Laboratories Commission”.\n\n> employment, in relation to a staff member, means employment by, or service with, CSL.\n\n> member, in relation to CSL at any time before the transition, includes a Commissioner and the Managing Director.\n\n> memorandum means memorandum of association.\n\n> share, in relation to CSL, means a share in the share capital of CSL.\n\n> staff member means a person who, immediately before the transition is:\n\n    (a) the Managing Director of CSL; or\n    (b) an officer or employee of CSL.\n\n> subsidiary has the meaning given by section 5.\n\n> transferring asset means an asset to which a determination under paragraph 31A(1)(a) applies.\n\n> transferring liability means a liability to which a determination under paragraph 31A(1)(b) applies.\n\n> transition means the commencement of Part 3, being the Part inserted by section 13 of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> wholly‑owned subsidiary, in relation to CSL, means a body corporate:\n\n    (a) that is a subsidiary of CSL; and\n    (b) none of whose members is a person other than:\n    (i) CSL; or\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of CSL; or\n    (iii) a nominee of CSL or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) CSL; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).\n\n#### 5 Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same way as the question whether a corporation is a subsidiary of another corporation is determined under the Corporations Act 2001.\n\n#### 6 Operation of Act\n\n  This Act applies both within and outside Australia.\n\n#### 7 Extension to external Territories\n\n  This Act extends to all external Territories.\n\n## Part 2—Creation of capital structure and other steps prior to conversion of CSL into a public company\n\n#### 8 Share capital of CSL\n\n  (1) As from the commencement of this Part, CSL is to have an authorised and issued share capital.\n  (2) The amount of the issued share capital must be equal to the amount that subsection 9(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital must be divided into shares of $1 each.\n  (4) The share capital may be divided into classes of shares.\n  (5) As from the transition, this section has effect subject to the Corporations Act 2001.\n\n#### 9 Issue of shares in CSL\n\n  (1) As soon as practicable after the commencement of this Part, CSL must apply the capital that it has at that commencement in paying up, in full, shares in CSL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), CSL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) The issue of shares under subsection (3) discharges in full CSL’s obligations to repay the capital to the Commonwealth.\n  (6) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (5).\n  (7) A person is not a member of CSL at any time before the transition merely because the person holds shares in CSL.\n\n#### 10 CSL to apply to be registered as company etc.\n\n  (1) CSL must, before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Serum Laboratories Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for CSL; and\n    (d) if the rights attached to shares included in a class of shares under subsection 9(4) are not provided for in the memorandum or articles, lodge with the National Companies and Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) CSL is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Serum Laboratories Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n#### 11 New name of CSL\n\n  (1) On the day immediately before the transition, CSL’s name is, by force of this subsection, changed to “Commonwealth Serum Laboratories Limited”.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) CSL was a company, within the meaning of that Act, when the change was made; and\n    (b) the change was made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) CSL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.\n\n## Part 3—Conversion of CSL into a public company\n\n#### 12 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) CSL is a company registered under the Companies Act 1981; and\n    (b) CSL’s name is “Commonwealth Serum Laboratories Limited”; and\n    (c) CSL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to CSL.\n\n#### 13 CSL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 10(1)(a) and to register CSL as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the commencement of this Part; and\n    (c) to have so registered CSL, at the commencement of this Part:\n    (i) by the name “Commonwealth Serum Laboratories Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Serum Laboratories Limited” in relation to CSL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of CSL’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, CSL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.\n\n#### 14 Memorandum and Articles of CSL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 10(1)(c):\n    (a) are respectively the memorandum, and the articles, of CSL; and\n    (b) bind CSL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to CSL’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 15 Membership of CSL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of CSL, ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in CSL at the commencement of this Part becomes, by force of this subsection, a member of CSL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of CSL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of CSL under CSL’s memorandum and articles.\n\n#### 16 Past members\n\n  For the purposes of Division 2 of Part 5.6 of the Corporations Act 2001, a person is not a past member of CSL merely because he or she was a member of the CSL Commission, or acted as a member of the Commission, before the commencement of this Part.\n\n#### 19 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to CSL.\n\n## Part 3A—National interest restrictions on CSL Limited\n\n### Division 1—Purpose and interpretation\n\n#### 19A Purpose\n\n  The purpose of this Part is to:\n    (a) provide for certain matters which affect the national interest in relation to the operations of CSL; and\n    (b) provide remedies in relation to some of those matters.\n\n#### 19B Interpretation\n\n  (1) In this Part, unless the contrary intention appears:\n\n> administering body, in relation to a CSL body, means:\n\n    (a) a liquidator or provisional liquidator of the CSL body; or\n    (b) a receiver, receiver and manager, or other controller, of property of the CSL body; or\n    (c) an administrator of the CSL body; or\n    (d) an administrator of a deed of company arrangement executed by the CSL body; or\n    (e) an administrator (if any) of a compromise or arrangement entered into by the CSL body;\n  under the Corporations Act 2001.\n\n> associate, in relation to a person, has the meaning it would have under Division 2 of Part 1.2 of the Corporations Act 2001 as in force on the commencement of that Act if that Division as so in force were, subject to the following modifications, still in force:\n\n    (a) section 12 of that Act as then in force were modified by omitting paragraphs (1)(b) and (c) and substituting the following word and paragraph:\n    “or (b) whether the primary person is in a position to exercise certain powers in relation to a body corporate;”; and\n    (b) sections 13 and 14 of that Act as then in force were disregarded.\n\n> Australian body corporate means a body corporate that:\n\n    (a) is incorporated by or under a law of the Commonwealth or of a State or Territory; and\n    (b) is substantially owned and, in the opinion of the directors of CSL at the time the matter is considered, effectively controlled by persons who are:\n    (i) Australian individuals; or\n    (ii) Australian government bodies; or\n    (iii) bodies corporate that have been determined to be Australian bodies corporate under a previous application of this definition; or\n    (iv) Australian fund managers.\n\n> Australian fund manager means the trustee or manager of a fund in which the total interests of Australian individuals, Australian government bodies and Australian bodies corporate represent at least 60% of the total interests in the fund.\n\n> Australian government body means:\n\n    (a) the Commonwealth, a State or a Territory; or\n    (b) a Commonwealth, State or Territory authority; or\n    (c) a local government body (whether incorporated or not) formed by or under a law of a State or a Territory; or\n    (d) a person who is a nominee of a body mentioned in paragraph (a), (b) or (c).\n\n> Australian individual means an individual who is an Australian citizen or is ordinarily resident in Australia.\n\n> Australian person means:\n\n    (a) an Australian individual; or\n    (b) an Australian government body; or\n    (c) an Australian body corporate; or\n    (d) an Australian fund manager.\n\n> Court means the Federal Court of Australia.\n\n> CSL means the body corporate known before the sale day as CSL Limited by whatever name called, and in whatever form that body corporate takes, from time to time.\n\n> CSL body means CSL or a CSL subsidiary.\n\n> CSL subsidiary means a body corporate that is a subsidiary of CSL.\n\n> foreign‑held voting shares means:\n\n    (a) voting shares that are acknowledged in writing by the registered owner of those shares to be shares in which a foreign person has a relevant interest; or\n    (b) voting shares that the directors of CSL have, after reasonable inquiries, declared to be shares in which a foreign person has a relevant interest.\n\n> foreign person means a person who is not an Australian person.\n\n> head office, in relation to CSL, means the place of business of CSL where central management and control are exercised.\n\n> mandatory article means a provision included in CSL’s articles of association in accordance with section 19C.\n\n> registered owner, in relation to a share, means the person who appears in the register of members as the holder of the shares.\n\n> register of members has the same meaning as in the Corporations Act 2001.\n\n> sale day has the same meaning as in the CSL Sale Act 1993.\n\n> share, in relation to a body corporate, means a share in the body corporate’s share capital.\n\n> voting share has the same meaning as in the Corporations Act 2001.\n\n  (2) For the purposes of this Part, a body corporate is substantially owned by:\n    (a) Australian individuals; or\n    (b) Australian government bodies; or\n    (c) bodies corporate that have been determined to be Australian bodies corporate under a previous application of the definition of Australian body corporate in subsection (1); or\n    (d) Australian fund managers;\n  if and only if the total value of shares in the body corporate in which persons other than persons mentioned in paragraphs (a) to (d) have relevant interests represents less than 40% of the total value of the issued share capital of the body corporate.\n  (3) For the purposes of this Part, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share for the purposes of the Corporations Act 2001 if paragraph 608(3)(a) of that Act were disregarded.\n  (4) Subject to subsection (5), the directors of CSL must form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is not effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if any of the circumstances set out in subsection (6) apply in relation to the body corporate.\n  (5) The directors of CSL may form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if, in spite of any of the circumstances set out in subsection (6), the directors are satisfied, on reasonable grounds, that the body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers.\n  (6) The circumstances are as follows:\n    (a) a single foreign person has relevant interests in at least 15% of the voting shares of the body corporate;\n    (b) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise (whether directly or indirectly) control over a significant proportion of the operations of the body corporate;\n    (c) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to veto any significant action taken by the board of directors of the body corporate;\n    (d) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to appoint, to secure the appointment or veto the appointment of at least half of the board of directors of the body corporate;\n    (e) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise in any manner (whether directly or indirectly), direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n    (f) the body corporate or at least 50% of its directors:\n    (i) act or are accustomed to act; or\n    (ii) under a contract, or an arrangement or understanding (whether formal or informal), are intended or expected to act;\n    in accordance with the directions, instructions or wishes of foreign persons, either alone or together with associates of the foreign persons, either generally or in relation to the body corporate’s dealings with CSL or with shares in CSL.\n  (7) An employee of a body corporate is not to be regarded for the purposes of subsection (6) as being in a position to:\n    (a) exercise control over a significant proportion of the operations of the body corporate; or\n    (b) exercise direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n  purely because he or she is an employee of the body corporate.\n  (8) For the purposes of this Part, the question whether a person who is not an Australian citizen is ordinarily resident in Australia at a particular time is to be determined in the same manner as that question is determined under the Foreign Acquisitions and Takeovers Act 1975.\n  (9) For the purposes of Divisions 3 and 4, a reference to CSL or to a CSL subsidiary includes a reference to an administering body in relation to CSL or the CSL subsidiary.\n\n### Division 2—Requirements regarding CSL’s articles of association\n\n#### 19C CSL’s articles of association to include certain provisions\n\n  (1) The articles of association of CSL must, on and after the sale day, include the following provisions:\n    (a) a provision imposing restrictions on the counting of votes in respect of the appointment, replacement and removal of directors of CSL so as to prevent the votes attaching to all significant foreign shareholdings being counted in respect of the appointment, replacement or removal, of more than one‑third of the directors of CSL who hold office at any particular time; and\n    (b) a provision requiring the directors of CSL, for the purposes of enforcing the articles giving effect to paragraph (a), to take reasonable steps to find out whether there are significant foreign shareholdings; and\n    (c) a provision conferring the following powers on the directors of CSL to enable the directors to enforce the articles giving effect to paragraph (a):\n    (i) the power to remove or limit the right of a person to exercise voting rights attached to voting shares in CSL in respect of the appointment, replacement or removal of a director of CSL; and\n    (ii) the power to remove a director of CSL; and\n    (d) a provision requiring that the head office of CSL always be located in Australia; and\n    (e) a provision requiring that the principal facilities used by CSL and any CSL subsidiaries to produce products derived from human plasma collected from blood or plasma donated by individuals in Australia always be located in Australia; and\n    (f) a provision requiring that, at all times, at least two‑thirds of the directors of CSL be Australian citizens; and\n    (g) a provision requiring that the presiding director (however described) at a meeting of the board of directors of CSL be an Australian citizen; and\n    (h) a provision prohibiting CSL from taking any action at any time to become incorporated outside Australia.\n  (2) In this section:\n\n> significant foreign shareholding means a holding of voting shares in CSL in which a foreign person has a relevant interest, if the foreign person has relevant interests in at least 5% of the voting shares in CSL.\n\n#### 19D Inconsistent alteration to CSL’s articles of association to have no effect\n\n  (1) A special resolution of CSL that would, apart from this subsection, have the effect of altering CSL’s articles of association so that the articles would not comply with section 19C has no effect.\n  (2) A special resolution or resolution of CSL that, apart from this subsection:\n    (a) would, if acted on, result in a contravention of the mandatory articles; or\n    (b) would ratify an act or omission that contravenes the mandatory articles;\n  has no effect.\n  (3) In this section:\n\n> resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n> special resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n#### 19E CSL to maintain a register of foreign‑held voting shares\n\n  (1) CSL must on and after the sale day maintain a register of foreign‑held voting shares.\n  (2) If the Minister gives CSL a written request that CSL give to him or her the register or a copy of the register at such reasonable time and reasonable place as the Minister specifies, CSL must give the Minister the register or a copy of the register, as the case requires, in accordance with the request.\n\n#### 19F Injunctions in relation to contraventions of a mandatory article or section 19E\n\n  (1) Subsection (2) applies if CSL or any other person has engaged, is engaging or is proposing to engage in conduct constituting or that would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (2) The Court may, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, restraining CSL or the other person from engaging in the conduct and if the Court thinks it appropriate to do so, requiring CSL or the other person to do anything.\n  (3) Subsection (4) applies if CSL or any other person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing and that refusal or failure constitutes or would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (4) The Court may, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate, requiring CSL or the other person to do anything.\n  (5) The Court may discharge or vary an injunction under this section.\n\n#### 19G Consent injunctions\n\n  On an application for an injunction under subsection 19F(2) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that that subsection applies.\n\n#### 19H Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19F(2) or (4).\n\n#### 19J Factors relevant to the grant of a restraining injunction\n\n  The power of the Court to grant an injunction under subsection 19F(2) restraining CSL or any other person from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL or the other person has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person engages, or continues to engage, in conduct of that kind.\n\n#### 19K Factors relevant to the grant of a mandatory injunction\n\n  The power of the Court to require CSL or another person to do anything under subsection 19F(4) may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; and\n    (b) whether or not CSL or the other person has previously refused or failed to do that act or thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person refuses or fails to do that act or thing.\n\n#### 19L Undertaking as to damages not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19F, the Court must not require the Minister, as a condition of granting an interim injunction, to give an undertaking as to damages.\n\n#### 19M Other orders\n\n  If the Court has power under section 19F to grant an injunction restraining CSL or another person from engaging in particular conduct, or requiring CSL or another person to do anything, the Court may, as well as or instead of granting an injunction, make such other orders as it thinks appropriate against CSL or the other person or a person who was involved in the conduct.\n\n### Division 3—Prohibition on disposal etc. of the Broadmeadows facility\n\n#### 19N Declaration of Broadmeadows land\n\n  The Minister may, by notice in the Gazette, declare the whole, or any specified part of, the land located at Broadmeadows in the State of Victoria that has been transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth on or before the sale day to be the Broadmeadows land for the purposes of this Division.\n\n#### 19P Prohibition on disposal etc. of Broadmeadows facility\n\n  (1) Neither CSL nor a wholly‑owned subsidiary may:\n    (a) dispose of the whole of the Broadmeadows facility; or\n    (b) grant an interest (including a contingent interest) in the Broadmeadows facility; or\n    (c) grant a security interest in the Broadmeadows facility or any part of that facility;\n  without the written approval of the Minister.\n  (2) Subsection (1) does not prevent CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to a wholly‑owned subsidiary of CSL.\n  (3) Subsection (1) does not prevent a wholly‑owned subsidiary of CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to CSL or another wholly‑owned subsidiary of CSL.\n  (4) If a wholly‑owned subsidiary of CSL owns or has an interest (including a contingent interest) in the Broadmeadows facility, neither CSL nor a wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary may:\n    (a) dispose of any shares in the first‑mentioned subsidiary or any other wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary; or\n    (b) do anything that would cause the first‑mentioned subsidiary not to be a wholly‑owned subsidiary of CSL;\n  without the written approval of the Minister.\n  (5) The Minister’s approval under subsection (1) or (4) may be subject to conditions.\n  (6) An act or transaction after the day this section commences which involves a contravention of subsection (1) or (4) is ineffective to the extent that it involves the contravention of that subsection.\n  (7) In this section:\n\n> Broadmeadows facility means:\n\n    (a) the Broadmeadows land declared under section 19N; and\n    (b) the buildings and fixtures on that land on the day the land was transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth; and\n    (c) buildings and fixtures that are constructed on or affixed to the land after that day.\n\n> security interest means an interest in or a power over property which secures payment of a debt or any other obligation.\n\n### Division 4—Injunctions to ensure performance of plasma products contracts\n\n#### 19Q Injunction to ensure performance of plasma products contracts\n\n  (1) This section applies if the Commonwealth and CSL have entered into a contract (the contract), whether before or after the commencement of this section, in relation to the production by CSL or a CSL subsidiary of products derived from human plasma collected from blood or plasma donated by individuals in Australia.\n  (2) Subsection (1) applies to the first contract of the kind described in that subsection and to any such contract subsequently entered into by the Commonwealth and CSL.\n  (3) If CSL has engaged, is engaging, or is proposing to engage in conduct that constitutes, or would constitute, a breach of a provision of the contract, the Court must, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate:\n    (a) restraining CSL from engaging in the conduct; and\n    (b) if the Court thinks it appropriate, requiring CSL to do anything to ensure that the contract is performed by CSL.\n  (4) If CSL has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do anything that CSL is required by the contract to do, the Court must, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, requiring CSL to do that thing.\n  (5) On an application for an injunction under subsection (3), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having engaged, engaging or proposing to engage, in conduct that constitutes a breach of a provision of the contract, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (6) On an application for an injunction under subsection (4), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having refused or failed, refusing or failing, or proposing to refuse or fail, to do anything that CSL is required by the contract to do, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (7) The Court may discharge or vary an injunction under this section.\n\n#### 19R Consent injunctions\n\n  On an application for an injunction under subsection 19Q(3) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that the subsection applies.\n\n#### 19S Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19Q(3) or (4).\n\n#### 19T Factors relevant to the grant of a restraining injunction\n\n  (1) The power of the Court to grant an injunction under subsection 19Q(3) restraining CSL from engaging in conduct must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL engages, or continues to engage, in conduct of that kind; and\n    (d) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n  (2) The power of the Court to grant an injunction under subsection 19Q(5) or (6) restraining a CSL subsidiary from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not it appears to the Court that CSL intends to engage or to continue to engage in conduct that constitutes a breach of a provision of the contract; and\n    (c) whether or not the subsidiary has previously engaged in conduct of that kind; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary engages, or continues to engage, in conduct of that kind; and\n    (e) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n\n#### 19U Factors relevant to the grant of a mandatory injunction\n\n  (1) The power of the Court to require CSL to do a thing under subsection 19Q(4) must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not CSL has previously refused or failed to do that thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL refuses or fails to do that thing; and\n    (d) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n  (2) The power of the Court to require a CSL subsidiary to do a thing under subsection 19Q(5) or (6) may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do anything that CSL is required by the contract to do; and\n    (c) whether or not the subsidiary has previously refused or failed to do that thing; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary refuses or fails to do that thing; and\n    (e) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n\n#### 19V Undertakings not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19Q, the Court must not require the Minister, as a condition of granting an interim injunction, to give any undertakings, including any undertakings as to damages.\n\n#### 19W Other orders\n\n  (1) If the Court has power under subsection 19Q(3) to grant an injunction restraining CSL from engaging in particular conduct, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the conduct.\n  (2) If the Court has power under subsection 19Q(4) to grant an injunction requiring CSL to do a thing, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the refusal or failure of CSL to do the thing.\n\n### Division 5—Miscellaneous\n\n#### 19X Delegation by Minister\n\n  (1) The Minister may delegate his or her powers and functions under this Part to an SES employee or acting SES employee in the Department.\n\n#### 19Y Jurisdiction of courts\n\n  The Federal Court of Australia has jurisdiction with respect to matters arising under this Part and that jurisdiction is exclusive of the jurisdiction of all other courts, other than the jurisdiction of the High Court under section 75 of the Constitution.\n\n#### 19Z This Part to have effect despite the Corporations Act\n\n  This Part has effect despite any provision of the Corporations Act 2001.\n\n#### 19ZA Remedies under this Part to be additional remedies\n\n  The remedies conferred by this Part are in addition to any other remedies the Commonwealth would have apart from this Part.\n\n## Part 5—Staff matters\n\n#### 26 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues, at and after the transition to be employed by CSL on the terms and conditions on which he or she was employed by CSL immediately before the transition.\n\n#### 27 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, determination, award or industrial agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 26 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by CSL, it would have been necessary to take into account a period during which the staff member was employed by CSL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by CSL;\n  CSL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.\n\n#### 28 Effect of sections 26 and 27\n\n  Sections 26 and 27 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 29 Variation of terms and conditions of employment\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, determination, award or industrial agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions; or\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.\n\n## Part 6—Taxation matters\n\n#### 31 Interpretation\n\n  In this Part:\n\n> exempt matter means:\n\n    (a) a transfer of assets or liabilities under section 31A; or\n    (b) an issue of shares under subsection 9(3); or\n    (c) the reservation of name made by subsection 10(5); or\n    (d) the change of name made by subsection 11(1); or\n    (e) CSL’s registration as a company by force of this Act; or\n    (f) the operation of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990; or\n    (g) giving effect to a matter referred to in another paragraph of this definition or giving effect to the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 32 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.\n\n#### 33 Minister may certify in relation to exemptions\n\n  (1) The Minister may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified unless the contrary is established.\n\n#### 34 CSL taken to have had share capital for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, CSL shall be taken to have had, at all times before it complied with subsection 9(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.\n\n#### 35 Treatment of acquisitions of transferring assets for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 after the commencement of this Part:\n    (a) CSL is to be taken to have acquired a transferring asset on the day on which that asset was acquired by the Commonwealth; and\n    (b) CSL is to be taken to have paid or given, in relation to its acquisition of a transferring asset, the consideration paid or given by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth paid or gave the consideration; and\n    (c) CSL is to be taken to have incurred, in relation to its acquisition of a transferring asset, the liability to pay or give consideration incurred by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth incurred the liability; and\n    (d) CSL is to be taken to have incurred, in relation to a transferring asset, costs and expenditure of the kinds referred to in subsection 110‑25(3), (5) or (6) of the Income Tax Assessment Act 1997 incurred by the Commonwealth in relation to the asset and to have done so when the Commonwealth incurred the costs or expenditure.\n\n## Part 7—Miscellaneous\n\n#### 36 CSL not public authority etc.\n\n  CSL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.\n\n#### 37 Judicial notice of CSL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of CSL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies only in relation to an imprint that was affixed, or appears to have been affixed, before the transition.\n\n#### 38 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by CSL such reasonable amount of compensation as is agreed on between the person and CSL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section:\n\n> acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.\n\n#### 41 Delegations\n\n  The Minister may by signed writing delegate to an officer of the Department all or any of the powers and functions of the Minister under this Act.\n\n#### 42 Regulations\n\n  (1) The Governor‑General may make regulations not inconsistent with this Act, prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":19},{"sectionNumber":"Division 1","sectionType":"division","heading":"Purpose and interpretation","content":"An Act relating to the constitution of CSL as a public company, and for other purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Commonwealth Serum Laboratories Act 1961.\n\n#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.\n\n#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> CSL means the body corporate that, at the commencement of this section, exists, because of this Act, under the name “Commonwealth Serum Laboratories Commission”.\n\n> employment, in relation to a staff member, means employment by, or service with, CSL.\n\n> member, in relation to CSL at any time before the transition, includes a Commissioner and the Managing Director.\n\n> memorandum means memorandum of association.\n\n> share, in relation to CSL, means a share in the share capital of CSL.\n\n> staff member means a person who, immediately before the transition is:\n\n    (a) the Managing Director of CSL; or\n    (b) an officer or employee of CSL.\n\n> subsidiary has the meaning given by section 5.\n\n> transferring asset means an asset to which a determination under paragraph 31A(1)(a) applies.\n\n> transferring liability means a liability to which a determination under paragraph 31A(1)(b) applies.\n\n> transition means the commencement of Part 3, being the Part inserted by section 13 of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> wholly‑owned subsidiary, in relation to CSL, means a body corporate:\n\n    (a) that is a subsidiary of CSL; and\n    (b) none of whose members is a person other than:\n    (i) CSL; or\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of CSL; or\n    (iii) a nominee of CSL or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) CSL; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).\n\n#### 5 Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same way as the question whether a corporation is a subsidiary of another corporation is determined under the Corporations Act 2001.\n\n#### 6 Operation of Act\n\n  This Act applies both within and outside Australia.\n\n#### 7 Extension to external Territories\n\n  This Act extends to all external Territories.\n\n## Part 2—Creation of capital structure and other steps prior to conversion of CSL into a public company\n\n#### 8 Share capital of CSL\n\n  (1) As from the commencement of this Part, CSL is to have an authorised and issued share capital.\n  (2) The amount of the issued share capital must be equal to the amount that subsection 9(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital must be divided into shares of $1 each.\n  (4) The share capital may be divided into classes of shares.\n  (5) As from the transition, this section has effect subject to the Corporations Act 2001.\n\n#### 9 Issue of shares in CSL\n\n  (1) As soon as practicable after the commencement of this Part, CSL must apply the capital that it has at that commencement in paying up, in full, shares in CSL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), CSL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) The issue of shares under subsection (3) discharges in full CSL’s obligations to repay the capital to the Commonwealth.\n  (6) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (5).\n  (7) A person is not a member of CSL at any time before the transition merely because the person holds shares in CSL.\n\n#### 10 CSL to apply to be registered as company etc.\n\n  (1) CSL must, before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Serum Laboratories Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for CSL; and\n    (d) if the rights attached to shares included in a class of shares under subsection 9(4) are not provided for in the memorandum or articles, lodge with the National Companies and Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) CSL is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Serum Laboratories Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n#### 11 New name of CSL\n\n  (1) On the day immediately before the transition, CSL’s name is, by force of this subsection, changed to “Commonwealth Serum Laboratories Limited”.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) CSL was a company, within the meaning of that Act, when the change was made; and\n    (b) the change was made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) CSL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.\n\n## Part 3—Conversion of CSL into a public company\n\n#### 12 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) CSL is a company registered under the Companies Act 1981; and\n    (b) CSL’s name is “Commonwealth Serum Laboratories Limited”; and\n    (c) CSL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to CSL.\n\n#### 13 CSL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 10(1)(a) and to register CSL as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the commencement of this Part; and\n    (c) to have so registered CSL, at the commencement of this Part:\n    (i) by the name “Commonwealth Serum Laboratories Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Serum Laboratories Limited” in relation to CSL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of CSL’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, CSL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.\n\n#### 14 Memorandum and Articles of CSL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 10(1)(c):\n    (a) are respectively the memorandum, and the articles, of CSL; and\n    (b) bind CSL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to CSL’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 15 Membership of CSL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of CSL, ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in CSL at the commencement of this Part becomes, by force of this subsection, a member of CSL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of CSL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of CSL under CSL’s memorandum and articles.\n\n#### 16 Past members\n\n  For the purposes of Division 2 of Part 5.6 of the Corporations Act 2001, a person is not a past member of CSL merely because he or she was a member of the CSL Commission, or acted as a member of the Commission, before the commencement of this Part.\n\n#### 19 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to CSL.\n\n## Part 3A—National interest restrictions on CSL Limited\n\n### Division 1—Purpose and interpretation\n\n#### 19A Purpose\n\n  The purpose of this Part is to:\n    (a) provide for certain matters which affect the national interest in relation to the operations of CSL; and\n    (b) provide remedies in relation to some of those matters.\n\n#### 19B Interpretation\n\n  (1) In this Part, unless the contrary intention appears:\n\n> administering body, in relation to a CSL body, means:\n\n    (a) a liquidator or provisional liquidator of the CSL body; or\n    (b) a receiver, receiver and manager, or other controller, of property of the CSL body; or\n    (c) an administrator of the CSL body; or\n    (d) an administrator of a deed of company arrangement executed by the CSL body; or\n    (e) an administrator (if any) of a compromise or arrangement entered into by the CSL body;\n  under the Corporations Act 2001.\n\n> associate, in relation to a person, has the meaning it would have under Division 2 of Part 1.2 of the Corporations Act 2001 as in force on the commencement of that Act if that Division as so in force were, subject to the following modifications, still in force:\n\n    (a) section 12 of that Act as then in force were modified by omitting paragraphs (1)(b) and (c) and substituting the following word and paragraph:\n    “or (b) whether the primary person is in a position to exercise certain powers in relation to a body corporate;”; and\n    (b) sections 13 and 14 of that Act as then in force were disregarded.\n\n> Australian body corporate means a body corporate that:\n\n    (a) is incorporated by or under a law of the Commonwealth or of a State or Territory; and\n    (b) is substantially owned and, in the opinion of the directors of CSL at the time the matter is considered, effectively controlled by persons who are:\n    (i) Australian individuals; or\n    (ii) Australian government bodies; or\n    (iii) bodies corporate that have been determined to be Australian bodies corporate under a previous application of this definition; or\n    (iv) Australian fund managers.\n\n> Australian fund manager means the trustee or manager of a fund in which the total interests of Australian individuals, Australian government bodies and Australian bodies corporate represent at least 60% of the total interests in the fund.\n\n> Australian government body means:\n\n    (a) the Commonwealth, a State or a Territory; or\n    (b) a Commonwealth, State or Territory authority; or\n    (c) a local government body (whether incorporated or not) formed by or under a law of a State or a Territory; or\n    (d) a person who is a nominee of a body mentioned in paragraph (a), (b) or (c).\n\n> Australian individual means an individual who is an Australian citizen or is ordinarily resident in Australia.\n\n> Australian person means:\n\n    (a) an Australian individual; or\n    (b) an Australian government body; or\n    (c) an Australian body corporate; or\n    (d) an Australian fund manager.\n\n> Court means the Federal Court of Australia.\n\n> CSL means the body corporate known before the sale day as CSL Limited by whatever name called, and in whatever form that body corporate takes, from time to time.\n\n> CSL body means CSL or a CSL subsidiary.\n\n> CSL subsidiary means a body corporate that is a subsidiary of CSL.\n\n> foreign‑held voting shares means:\n\n    (a) voting shares that are acknowledged in writing by the registered owner of those shares to be shares in which a foreign person has a relevant interest; or\n    (b) voting shares that the directors of CSL have, after reasonable inquiries, declared to be shares in which a foreign person has a relevant interest.\n\n> foreign person means a person who is not an Australian person.\n\n> head office, in relation to CSL, means the place of business of CSL where central management and control are exercised.\n\n> mandatory article means a provision included in CSL’s articles of association in accordance with section 19C.\n\n> registered owner, in relation to a share, means the person who appears in the register of members as the holder of the shares.\n\n> register of members has the same meaning as in the Corporations Act 2001.\n\n> sale day has the same meaning as in the CSL Sale Act 1993.\n\n> share, in relation to a body corporate, means a share in the body corporate’s share capital.\n\n> voting share has the same meaning as in the Corporations Act 2001.\n\n  (2) For the purposes of this Part, a body corporate is substantially owned by:\n    (a) Australian individuals; or\n    (b) Australian government bodies; or\n    (c) bodies corporate that have been determined to be Australian bodies corporate under a previous application of the definition of Australian body corporate in subsection (1); or\n    (d) Australian fund managers;\n  if and only if the total value of shares in the body corporate in which persons other than persons mentioned in paragraphs (a) to (d) have relevant interests represents less than 40% of the total value of the issued share capital of the body corporate.\n  (3) For the purposes of this Part, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share for the purposes of the Corporations Act 2001 if paragraph 608(3)(a) of that Act were disregarded.\n  (4) Subject to subsection (5), the directors of CSL must form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is not effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if any of the circumstances set out in subsection (6) apply in relation to the body corporate.\n  (5) The directors of CSL may form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if, in spite of any of the circumstances set out in subsection (6), the directors are satisfied, on reasonable grounds, that the body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers.\n  (6) The circumstances are as follows:\n    (a) a single foreign person has relevant interests in at least 15% of the voting shares of the body corporate;\n    (b) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise (whether directly or indirectly) control over a significant proportion of the operations of the body corporate;\n    (c) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to veto any significant action taken by the board of directors of the body corporate;\n    (d) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to appoint, to secure the appointment or veto the appointment of at least half of the board of directors of the body corporate;\n    (e) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise in any manner (whether directly or indirectly), direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n    (f) the body corporate or at least 50% of its directors:\n    (i) act or are accustomed to act; or\n    (ii) under a contract, or an arrangement or understanding (whether formal or informal), are intended or expected to act;\n    in accordance with the directions, instructions or wishes of foreign persons, either alone or together with associates of the foreign persons, either generally or in relation to the body corporate’s dealings with CSL or with shares in CSL.\n  (7) An employee of a body corporate is not to be regarded for the purposes of subsection (6) as being in a position to:\n    (a) exercise control over a significant proportion of the operations of the body corporate; or\n    (b) exercise direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n  purely because he or she is an employee of the body corporate.\n  (8) For the purposes of this Part, the question whether a person who is not an Australian citizen is ordinarily resident in Australia at a particular time is to be determined in the same manner as that question is determined under the Foreign Acquisitions and Takeovers Act 1975.\n  (9) For the purposes of Divisions 3 and 4, a reference to CSL or to a CSL subsidiary includes a reference to an administering body in relation to CSL or the CSL subsidiary.\n\n### Division 2—Requirements regarding CSL’s articles of association\n\n#### 19C CSL’s articles of association to include certain provisions\n\n  (1) The articles of association of CSL must, on and after the sale day, include the following provisions:\n    (a) a provision imposing restrictions on the counting of votes in respect of the appointment, replacement and removal of directors of CSL so as to prevent the votes attaching to all significant foreign shareholdings being counted in respect of the appointment, replacement or removal, of more than one‑third of the directors of CSL who hold office at any particular time; and\n    (b) a provision requiring the directors of CSL, for the purposes of enforcing the articles giving effect to paragraph (a), to take reasonable steps to find out whether there are significant foreign shareholdings; and\n    (c) a provision conferring the following powers on the directors of CSL to enable the directors to enforce the articles giving effect to paragraph (a):\n    (i) the power to remove or limit the right of a person to exercise voting rights attached to voting shares in CSL in respect of the appointment, replacement or removal of a director of CSL; and\n    (ii) the power to remove a director of CSL; and\n    (d) a provision requiring that the head office of CSL always be located in Australia; and\n    (e) a provision requiring that the principal facilities used by CSL and any CSL subsidiaries to produce products derived from human plasma collected from blood or plasma donated by individuals in Australia always be located in Australia; and\n    (f) a provision requiring that, at all times, at least two‑thirds of the directors of CSL be Australian citizens; and\n    (g) a provision requiring that the presiding director (however described) at a meeting of the board of directors of CSL be an Australian citizen; and\n    (h) a provision prohibiting CSL from taking any action at any time to become incorporated outside Australia.\n  (2) In this section:\n\n> significant foreign shareholding means a holding of voting shares in CSL in which a foreign person has a relevant interest, if the foreign person has relevant interests in at least 5% of the voting shares in CSL.\n\n#### 19D Inconsistent alteration to CSL’s articles of association to have no effect\n\n  (1) A special resolution of CSL that would, apart from this subsection, have the effect of altering CSL’s articles of association so that the articles would not comply with section 19C has no effect.\n  (2) A special resolution or resolution of CSL that, apart from this subsection:\n    (a) would, if acted on, result in a contravention of the mandatory articles; or\n    (b) would ratify an act or omission that contravenes the mandatory articles;\n  has no effect.\n  (3) In this section:\n\n> resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n> special resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n#### 19E CSL to maintain a register of foreign‑held voting shares\n\n  (1) CSL must on and after the sale day maintain a register of foreign‑held voting shares.\n  (2) If the Minister gives CSL a written request that CSL give to him or her the register or a copy of the register at such reasonable time and reasonable place as the Minister specifies, CSL must give the Minister the register or a copy of the register, as the case requires, in accordance with the request.\n\n#### 19F Injunctions in relation to contraventions of a mandatory article or section 19E\n\n  (1) Subsection (2) applies if CSL or any other person has engaged, is engaging or is proposing to engage in conduct constituting or that would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (2) The Court may, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, restraining CSL or the other person from engaging in the conduct and if the Court thinks it appropriate to do so, requiring CSL or the other person to do anything.\n  (3) Subsection (4) applies if CSL or any other person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing and that refusal or failure constitutes or would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (4) The Court may, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate, requiring CSL or the other person to do anything.\n  (5) The Court may discharge or vary an injunction under this section.\n\n#### 19G Consent injunctions\n\n  On an application for an injunction under subsection 19F(2) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that that subsection applies.\n\n#### 19H Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19F(2) or (4).\n\n#### 19J Factors relevant to the grant of a restraining injunction\n\n  The power of the Court to grant an injunction under subsection 19F(2) restraining CSL or any other person from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL or the other person has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person engages, or continues to engage, in conduct of that kind.\n\n#### 19K Factors relevant to the grant of a mandatory injunction\n\n  The power of the Court to require CSL or another person to do anything under subsection 19F(4) may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; and\n    (b) whether or not CSL or the other person has previously refused or failed to do that act or thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person refuses or fails to do that act or thing.\n\n#### 19L Undertaking as to damages not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19F, the Court must not require the Minister, as a condition of granting an interim injunction, to give an undertaking as to damages.\n\n#### 19M Other orders\n\n  If the Court has power under section 19F to grant an injunction restraining CSL or another person from engaging in particular conduct, or requiring CSL or another person to do anything, the Court may, as well as or instead of granting an injunction, make such other orders as it thinks appropriate against CSL or the other person or a person who was involved in the conduct.\n\n### Division 3—Prohibition on disposal etc. of the Broadmeadows facility\n\n#### 19N Declaration of Broadmeadows land\n\n  The Minister may, by notice in the Gazette, declare the whole, or any specified part of, the land located at Broadmeadows in the State of Victoria that has been transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth on or before the sale day to be the Broadmeadows land for the purposes of this Division.\n\n#### 19P Prohibition on disposal etc. of Broadmeadows facility\n\n  (1) Neither CSL nor a wholly‑owned subsidiary may:\n    (a) dispose of the whole of the Broadmeadows facility; or\n    (b) grant an interest (including a contingent interest) in the Broadmeadows facility; or\n    (c) grant a security interest in the Broadmeadows facility or any part of that facility;\n  without the written approval of the Minister.\n  (2) Subsection (1) does not prevent CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to a wholly‑owned subsidiary of CSL.\n  (3) Subsection (1) does not prevent a wholly‑owned subsidiary of CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to CSL or another wholly‑owned subsidiary of CSL.\n  (4) If a wholly‑owned subsidiary of CSL owns or has an interest (including a contingent interest) in the Broadmeadows facility, neither CSL nor a wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary may:\n    (a) dispose of any shares in the first‑mentioned subsidiary or any other wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary; or\n    (b) do anything that would cause the first‑mentioned subsidiary not to be a wholly‑owned subsidiary of CSL;\n  without the written approval of the Minister.\n  (5) The Minister’s approval under subsection (1) or (4) may be subject to conditions.\n  (6) An act or transaction after the day this section commences which involves a contravention of subsection (1) or (4) is ineffective to the extent that it involves the contravention of that subsection.\n  (7) In this section:\n\n> Broadmeadows facility means:\n\n    (a) the Broadmeadows land declared under section 19N; and\n    (b) the buildings and fixtures on that land on the day the land was transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth; and\n    (c) buildings and fixtures that are constructed on or affixed to the land after that day.\n\n> security interest means an interest in or a power over property which secures payment of a debt or any other obligation.\n\n### Division 4—Injunctions to ensure performance of plasma products contracts\n\n#### 19Q Injunction to ensure performance of plasma products contracts\n\n  (1) This section applies if the Commonwealth and CSL have entered into a contract (the contract), whether before or after the commencement of this section, in relation to the production by CSL or a CSL subsidiary of products derived from human plasma collected from blood or plasma donated by individuals in Australia.\n  (2) Subsection (1) applies to the first contract of the kind described in that subsection and to any such contract subsequently entered into by the Commonwealth and CSL.\n  (3) If CSL has engaged, is engaging, or is proposing to engage in conduct that constitutes, or would constitute, a breach of a provision of the contract, the Court must, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate:\n    (a) restraining CSL from engaging in the conduct; and\n    (b) if the Court thinks it appropriate, requiring CSL to do anything to ensure that the contract is performed by CSL.\n  (4) If CSL has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do anything that CSL is required by the contract to do, the Court must, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, requiring CSL to do that thing.\n  (5) On an application for an injunction under subsection (3), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having engaged, engaging or proposing to engage, in conduct that constitutes a breach of a provision of the contract, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (6) On an application for an injunction under subsection (4), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having refused or failed, refusing or failing, or proposing to refuse or fail, to do anything that CSL is required by the contract to do, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (7) The Court may discharge or vary an injunction under this section.\n\n#### 19R Consent injunctions\n\n  On an application for an injunction under subsection 19Q(3) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that the subsection applies.\n\n#### 19S Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19Q(3) or (4).\n\n#### 19T Factors relevant to the grant of a restraining injunction\n\n  (1) The power of the Court to grant an injunction under subsection 19Q(3) restraining CSL from engaging in conduct must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL engages, or continues to engage, in conduct of that kind; and\n    (d) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n  (2) The power of the Court to grant an injunction under subsection 19Q(5) or (6) restraining a CSL subsidiary from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not it appears to the Court that CSL intends to engage or to continue to engage in conduct that constitutes a breach of a provision of the contract; and\n    (c) whether or not the subsidiary has previously engaged in conduct of that kind; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary engages, or continues to engage, in conduct of that kind; and\n    (e) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n\n#### 19U Factors relevant to the grant of a mandatory injunction\n\n  (1) The power of the Court to require CSL to do a thing under subsection 19Q(4) must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not CSL has previously refused or failed to do that thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL refuses or fails to do that thing; and\n    (d) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n  (2) The power of the Court to require a CSL subsidiary to do a thing under subsection 19Q(5) or (6) may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do anything that CSL is required by the contract to do; and\n    (c) whether or not the subsidiary has previously refused or failed to do that thing; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary refuses or fails to do that thing; and\n    (e) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n\n#### 19V Undertakings not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19Q, the Court must not require the Minister, as a condition of granting an interim injunction, to give any undertakings, including any undertakings as to damages.\n\n#### 19W Other orders\n\n  (1) If the Court has power under subsection 19Q(3) to grant an injunction restraining CSL from engaging in particular conduct, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the conduct.\n  (2) If the Court has power under subsection 19Q(4) to grant an injunction requiring CSL to do a thing, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the refusal or failure of CSL to do the thing.\n\n### Division 5—Miscellaneous\n\n#### 19X Delegation by Minister\n\n  (1) The Minister may delegate his or her powers and functions under this Part to an SES employee or acting SES employee in the Department.\n\n#### 19Y Jurisdiction of courts\n\n  The Federal Court of Australia has jurisdiction with respect to matters arising under this Part and that jurisdiction is exclusive of the jurisdiction of all other courts, other than the jurisdiction of the High Court under section 75 of the Constitution.\n\n#### 19Z This Part to have effect despite the Corporations Act\n\n  This Part has effect despite any provision of the Corporations Act 2001.\n\n#### 19ZA Remedies under this Part to be additional remedies\n\n  The remedies conferred by this Part are in addition to any other remedies the Commonwealth would have apart from this Part.\n\n## Part 5—Staff matters\n\n#### 26 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues, at and after the transition to be employed by CSL on the terms and conditions on which he or she was employed by CSL immediately before the transition.\n\n#### 27 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, determination, award or industrial agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 26 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by CSL, it would have been necessary to take into account a period during which the staff member was employed by CSL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by CSL;\n  CSL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.\n\n#### 28 Effect of sections 26 and 27\n\n  Sections 26 and 27 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 29 Variation of terms and conditions of employment\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, determination, award or industrial agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions; or\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.\n\n## Part 6—Taxation matters\n\n#### 31 Interpretation\n\n  In this Part:\n\n> exempt matter means:\n\n    (a) a transfer of assets or liabilities under section 31A; or\n    (b) an issue of shares under subsection 9(3); or\n    (c) the reservation of name made by subsection 10(5); or\n    (d) the change of name made by subsection 11(1); or\n    (e) CSL’s registration as a company by force of this Act; or\n    (f) the operation of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990; or\n    (g) giving effect to a matter referred to in another paragraph of this definition or giving effect to the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 32 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.\n\n#### 33 Minister may certify in relation to exemptions\n\n  (1) The Minister may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified unless the contrary is established.\n\n#### 34 CSL taken to have had share capital for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, CSL shall be taken to have had, at all times before it complied with subsection 9(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.\n\n#### 35 Treatment of acquisitions of transferring assets for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 after the commencement of this Part:\n    (a) CSL is to be taken to have acquired a transferring asset on the day on which that asset was acquired by the Commonwealth; and\n    (b) CSL is to be taken to have paid or given, in relation to its acquisition of a transferring asset, the consideration paid or given by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth paid or gave the consideration; and\n    (c) CSL is to be taken to have incurred, in relation to its acquisition of a transferring asset, the liability to pay or give consideration incurred by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth incurred the liability; and\n    (d) CSL is to be taken to have incurred, in relation to a transferring asset, costs and expenditure of the kinds referred to in subsection 110‑25(3), (5) or (6) of the Income Tax Assessment Act 1997 incurred by the Commonwealth in relation to the asset and to have done so when the Commonwealth incurred the costs or expenditure.\n\n## Part 7—Miscellaneous\n\n#### 36 CSL not public authority etc.\n\n  CSL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.\n\n#### 37 Judicial notice of CSL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of CSL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies only in relation to an imprint that was affixed, or appears to have been affixed, before the transition.\n\n#### 38 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by CSL such reasonable amount of compensation as is agreed on between the person and CSL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section:\n\n> acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.\n\n#### 41 Delegations\n\n  The Minister may by signed writing delegate to an officer of the Department all or any of the powers and functions of the Minister under this Act.\n\n#### 42 Regulations\n\n  (1) The Governor‑General may make regulations not inconsistent with this Act, prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":20},{"sectionNumber":"19A","sectionType":"section","heading":"Purpose","content":"#### 19A Purpose\n\n  The purpose of this Part is to:\n    (a) provide for certain matters which affect the national interest in relation to the operations of CSL; and\n    (b) provide remedies in relation to some of those matters.","sortOrder":21},{"sectionNumber":"19B","sectionType":"section","heading":"Interpretation","content":"#### 19B Interpretation\n\n  (1) In this Part, unless the contrary intention appears:\n\n> administering body, in relation to a CSL body, means:\n\n    (a) a liquidator or provisional liquidator of the CSL body; or\n    (b) a receiver, receiver and manager, or other controller, of property of the CSL body; or\n    (c) an administrator of the CSL body; or\n    (d) an administrator of a deed of company arrangement executed by the CSL body; or\n    (e) an administrator (if any) of a compromise or arrangement entered into by the CSL body;\n  under the Corporations Act 2001.\n\n> associate, in relation to a person, has the meaning it would have under Division 2 of Part 1.2 of the Corporations Act 2001 as in force on the commencement of that Act if that Division as so in force were, subject to the following modifications, still in force:\n\n    (a) section 12 of that Act as then in force were modified by omitting paragraphs (1)(b) and (c) and substituting the following word and paragraph:\n    “or (b) whether the primary person is in a position to exercise certain powers in relation to a body corporate;”; and\n    (b) sections 13 and 14 of that Act as then in force were disregarded.\n\n> Australian body corporate means a body corporate that:\n\n    (a) is incorporated by or under a law of the Commonwealth or of a State or Territory; and\n    (b) is substantially owned and, in the opinion of the directors of CSL at the time the matter is considered, effectively controlled by persons who are:\n    (i) Australian individuals; or\n    (ii) Australian government bodies; or\n    (iii) bodies corporate that have been determined to be Australian bodies corporate under a previous application of this definition; or\n    (iv) Australian fund managers.\n\n> Australian fund manager means the trustee or manager of a fund in which the total interests of Australian individuals, Australian government bodies and Australian bodies corporate represent at least 60% of the total interests in the fund.\n\n> Australian government body means:\n\n    (a) the Commonwealth, a State or a Territory; or\n    (b) a Commonwealth, State or Territory authority; or\n    (c) a local government body (whether incorporated or not) formed by or under a law of a State or a Territory; or\n    (d) a person who is a nominee of a body mentioned in paragraph (a), (b) or (c).\n\n> Australian individual means an individual who is an Australian citizen or is ordinarily resident in Australia.\n\n> Australian person means:\n\n    (a) an Australian individual; or\n    (b) an Australian government body; or\n    (c) an Australian body corporate; or\n    (d) an Australian fund manager.\n\n> Court means the Federal Court of Australia.\n\n> CSL means the body corporate known before the sale day as CSL Limited by whatever name called, and in whatever form that body corporate takes, from time to time.\n\n> CSL body means CSL or a CSL subsidiary.\n\n> CSL subsidiary means a body corporate that is a subsidiary of CSL.\n\n> foreign‑held voting shares means:\n\n    (a) voting shares that are acknowledged in writing by the registered owner of those shares to be shares in which a foreign person has a relevant interest; or\n    (b) voting shares that the directors of CSL have, after reasonable inquiries, declared to be shares in which a foreign person has a relevant interest.\n\n> foreign person means a person who is not an Australian person.\n\n> head office, in relation to CSL, means the place of business of CSL where central management and control are exercised.\n\n> mandatory article means a provision included in CSL’s articles of association in accordance with section 19C.\n\n> registered owner, in relation to a share, means the person who appears in the register of members as the holder of the shares.\n\n> register of members has the same meaning as in the Corporations Act 2001.\n\n> sale day has the same meaning as in the CSL Sale Act 1993.\n\n> share, in relation to a body corporate, means a share in the body corporate’s share capital.\n\n> voting share has the same meaning as in the Corporations Act 2001.\n\n  (2) For the purposes of this Part, a body corporate is substantially owned by:\n    (a) Australian individuals; or\n    (b) Australian government bodies; or\n    (c) bodies corporate that have been determined to be Australian bodies corporate under a previous application of the definition of Australian body corporate in subsection (1); or\n    (d) Australian fund managers;\n  if and only if the total value of shares in the body corporate in which persons other than persons mentioned in paragraphs (a) to (d) have relevant interests represents less than 40% of the total value of the issued share capital of the body corporate.\n  (3) For the purposes of this Part, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share for the purposes of the Corporations Act 2001 if paragraph 608(3)(a) of that Act were disregarded.\n  (4) Subject to subsection (5), the directors of CSL must form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is not effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if any of the circumstances set out in subsection (6) apply in relation to the body corporate.\n  (5) The directors of CSL may form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if, in spite of any of the circumstances set out in subsection (6), the directors are satisfied, on reasonable grounds, that the body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers.\n  (6) The circumstances are as follows:\n    (a) a single foreign person has relevant interests in at least 15% of the voting shares of the body corporate;\n    (b) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise (whether directly or indirectly) control over a significant proportion of the operations of the body corporate;\n    (c) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to veto any significant action taken by the board of directors of the body corporate;\n    (d) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to appoint, to secure the appointment or veto the appointment of at least half of the board of directors of the body corporate;\n    (e) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise in any manner (whether directly or indirectly), direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n    (f) the body corporate or at least 50% of its directors:\n    (i) act or are accustomed to act; or\n    (ii) under a contract, or an arrangement or understanding (whether formal or informal), are intended or expected to act;\n    in accordance with the directions, instructions or wishes of foreign persons, either alone or together with associates of the foreign persons, either generally or in relation to the body corporate’s dealings with CSL or with shares in CSL.\n  (7) An employee of a body corporate is not to be regarded for the purposes of subsection (6) as being in a position to:\n    (a) exercise control over a significant proportion of the operations of the body corporate; or\n    (b) exercise direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n  purely because he or she is an employee of the body corporate.\n  (8) For the purposes of this Part, the question whether a person who is not an Australian citizen is ordinarily resident in Australia at a particular time is to be determined in the same manner as that question is determined under the Foreign Acquisitions and Takeovers Act 1975.\n  (9) For the purposes of Divisions 3 and 4, a reference to CSL or to a CSL subsidiary includes a reference to an administering body in relation to CSL or the CSL subsidiary.","sortOrder":22},{"sectionNumber":"Division 2","sectionType":"division","heading":"Requirements regarding CSL’s articles of association","content":"An Act relating to the constitution of CSL as a public company, and for other purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Commonwealth Serum Laboratories Act 1961.\n\n#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.\n\n#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> CSL means the body corporate that, at the commencement of this section, exists, because of this Act, under the name “Commonwealth Serum Laboratories Commission”.\n\n> employment, in relation to a staff member, means employment by, or service with, CSL.\n\n> member, in relation to CSL at any time before the transition, includes a Commissioner and the Managing Director.\n\n> memorandum means memorandum of association.\n\n> share, in relation to CSL, means a share in the share capital of CSL.\n\n> staff member means a person who, immediately before the transition is:\n\n    (a) the Managing Director of CSL; or\n    (b) an officer or employee of CSL.\n\n> subsidiary has the meaning given by section 5.\n\n> transferring asset means an asset to which a determination under paragraph 31A(1)(a) applies.\n\n> transferring liability means a liability to which a determination under paragraph 31A(1)(b) applies.\n\n> transition means the commencement of Part 3, being the Part inserted by section 13 of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> wholly‑owned subsidiary, in relation to CSL, means a body corporate:\n\n    (a) that is a subsidiary of CSL; and\n    (b) none of whose members is a person other than:\n    (i) CSL; or\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of CSL; or\n    (iii) a nominee of CSL or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) CSL; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).\n\n#### 5 Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same way as the question whether a corporation is a subsidiary of another corporation is determined under the Corporations Act 2001.\n\n#### 6 Operation of Act\n\n  This Act applies both within and outside Australia.\n\n#### 7 Extension to external Territories\n\n  This Act extends to all external Territories.\n\n## Part 2—Creation of capital structure and other steps prior to conversion of CSL into a public company\n\n#### 8 Share capital of CSL\n\n  (1) As from the commencement of this Part, CSL is to have an authorised and issued share capital.\n  (2) The amount of the issued share capital must be equal to the amount that subsection 9(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital must be divided into shares of $1 each.\n  (4) The share capital may be divided into classes of shares.\n  (5) As from the transition, this section has effect subject to the Corporations Act 2001.\n\n#### 9 Issue of shares in CSL\n\n  (1) As soon as practicable after the commencement of this Part, CSL must apply the capital that it has at that commencement in paying up, in full, shares in CSL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), CSL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) The issue of shares under subsection (3) discharges in full CSL’s obligations to repay the capital to the Commonwealth.\n  (6) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (5).\n  (7) A person is not a member of CSL at any time before the transition merely because the person holds shares in CSL.\n\n#### 10 CSL to apply to be registered as company etc.\n\n  (1) CSL must, before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Serum Laboratories Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for CSL; and\n    (d) if the rights attached to shares included in a class of shares under subsection 9(4) are not provided for in the memorandum or articles, lodge with the National Companies and Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) CSL is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Serum Laboratories Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n#### 11 New name of CSL\n\n  (1) On the day immediately before the transition, CSL’s name is, by force of this subsection, changed to “Commonwealth Serum Laboratories Limited”.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) CSL was a company, within the meaning of that Act, when the change was made; and\n    (b) the change was made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) CSL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.\n\n## Part 3—Conversion of CSL into a public company\n\n#### 12 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) CSL is a company registered under the Companies Act 1981; and\n    (b) CSL’s name is “Commonwealth Serum Laboratories Limited”; and\n    (c) CSL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to CSL.\n\n#### 13 CSL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 10(1)(a) and to register CSL as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the commencement of this Part; and\n    (c) to have so registered CSL, at the commencement of this Part:\n    (i) by the name “Commonwealth Serum Laboratories Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Serum Laboratories Limited” in relation to CSL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of CSL’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, CSL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.\n\n#### 14 Memorandum and Articles of CSL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 10(1)(c):\n    (a) are respectively the memorandum, and the articles, of CSL; and\n    (b) bind CSL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to CSL’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 15 Membership of CSL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of CSL, ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in CSL at the commencement of this Part becomes, by force of this subsection, a member of CSL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of CSL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of CSL under CSL’s memorandum and articles.\n\n#### 16 Past members\n\n  For the purposes of Division 2 of Part 5.6 of the Corporations Act 2001, a person is not a past member of CSL merely because he or she was a member of the CSL Commission, or acted as a member of the Commission, before the commencement of this Part.\n\n#### 19 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to CSL.\n\n## Part 3A—National interest restrictions on CSL Limited\n\n### Division 1—Purpose and interpretation\n\n#### 19A Purpose\n\n  The purpose of this Part is to:\n    (a) provide for certain matters which affect the national interest in relation to the operations of CSL; and\n    (b) provide remedies in relation to some of those matters.\n\n#### 19B Interpretation\n\n  (1) In this Part, unless the contrary intention appears:\n\n> administering body, in relation to a CSL body, means:\n\n    (a) a liquidator or provisional liquidator of the CSL body; or\n    (b) a receiver, receiver and manager, or other controller, of property of the CSL body; or\n    (c) an administrator of the CSL body; or\n    (d) an administrator of a deed of company arrangement executed by the CSL body; or\n    (e) an administrator (if any) of a compromise or arrangement entered into by the CSL body;\n  under the Corporations Act 2001.\n\n> associate, in relation to a person, has the meaning it would have under Division 2 of Part 1.2 of the Corporations Act 2001 as in force on the commencement of that Act if that Division as so in force were, subject to the following modifications, still in force:\n\n    (a) section 12 of that Act as then in force were modified by omitting paragraphs (1)(b) and (c) and substituting the following word and paragraph:\n    “or (b) whether the primary person is in a position to exercise certain powers in relation to a body corporate;”; and\n    (b) sections 13 and 14 of that Act as then in force were disregarded.\n\n> Australian body corporate means a body corporate that:\n\n    (a) is incorporated by or under a law of the Commonwealth or of a State or Territory; and\n    (b) is substantially owned and, in the opinion of the directors of CSL at the time the matter is considered, effectively controlled by persons who are:\n    (i) Australian individuals; or\n    (ii) Australian government bodies; or\n    (iii) bodies corporate that have been determined to be Australian bodies corporate under a previous application of this definition; or\n    (iv) Australian fund managers.\n\n> Australian fund manager means the trustee or manager of a fund in which the total interests of Australian individuals, Australian government bodies and Australian bodies corporate represent at least 60% of the total interests in the fund.\n\n> Australian government body means:\n\n    (a) the Commonwealth, a State or a Territory; or\n    (b) a Commonwealth, State or Territory authority; or\n    (c) a local government body (whether incorporated or not) formed by or under a law of a State or a Territory; or\n    (d) a person who is a nominee of a body mentioned in paragraph (a), (b) or (c).\n\n> Australian individual means an individual who is an Australian citizen or is ordinarily resident in Australia.\n\n> Australian person means:\n\n    (a) an Australian individual; or\n    (b) an Australian government body; or\n    (c) an Australian body corporate; or\n    (d) an Australian fund manager.\n\n> Court means the Federal Court of Australia.\n\n> CSL means the body corporate known before the sale day as CSL Limited by whatever name called, and in whatever form that body corporate takes, from time to time.\n\n> CSL body means CSL or a CSL subsidiary.\n\n> CSL subsidiary means a body corporate that is a subsidiary of CSL.\n\n> foreign‑held voting shares means:\n\n    (a) voting shares that are acknowledged in writing by the registered owner of those shares to be shares in which a foreign person has a relevant interest; or\n    (b) voting shares that the directors of CSL have, after reasonable inquiries, declared to be shares in which a foreign person has a relevant interest.\n\n> foreign person means a person who is not an Australian person.\n\n> head office, in relation to CSL, means the place of business of CSL where central management and control are exercised.\n\n> mandatory article means a provision included in CSL’s articles of association in accordance with section 19C.\n\n> registered owner, in relation to a share, means the person who appears in the register of members as the holder of the shares.\n\n> register of members has the same meaning as in the Corporations Act 2001.\n\n> sale day has the same meaning as in the CSL Sale Act 1993.\n\n> share, in relation to a body corporate, means a share in the body corporate’s share capital.\n\n> voting share has the same meaning as in the Corporations Act 2001.\n\n  (2) For the purposes of this Part, a body corporate is substantially owned by:\n    (a) Australian individuals; or\n    (b) Australian government bodies; or\n    (c) bodies corporate that have been determined to be Australian bodies corporate under a previous application of the definition of Australian body corporate in subsection (1); or\n    (d) Australian fund managers;\n  if and only if the total value of shares in the body corporate in which persons other than persons mentioned in paragraphs (a) to (d) have relevant interests represents less than 40% of the total value of the issued share capital of the body corporate.\n  (3) For the purposes of this Part, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share for the purposes of the Corporations Act 2001 if paragraph 608(3)(a) of that Act were disregarded.\n  (4) Subject to subsection (5), the directors of CSL must form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is not effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if any of the circumstances set out in subsection (6) apply in relation to the body corporate.\n  (5) The directors of CSL may form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if, in spite of any of the circumstances set out in subsection (6), the directors are satisfied, on reasonable grounds, that the body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers.\n  (6) The circumstances are as follows:\n    (a) a single foreign person has relevant interests in at least 15% of the voting shares of the body corporate;\n    (b) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise (whether directly or indirectly) control over a significant proportion of the operations of the body corporate;\n    (c) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to veto any significant action taken by the board of directors of the body corporate;\n    (d) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to appoint, to secure the appointment or veto the appointment of at least half of the board of directors of the body corporate;\n    (e) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise in any manner (whether directly or indirectly), direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n    (f) the body corporate or at least 50% of its directors:\n    (i) act or are accustomed to act; or\n    (ii) under a contract, or an arrangement or understanding (whether formal or informal), are intended or expected to act;\n    in accordance with the directions, instructions or wishes of foreign persons, either alone or together with associates of the foreign persons, either generally or in relation to the body corporate’s dealings with CSL or with shares in CSL.\n  (7) An employee of a body corporate is not to be regarded for the purposes of subsection (6) as being in a position to:\n    (a) exercise control over a significant proportion of the operations of the body corporate; or\n    (b) exercise direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n  purely because he or she is an employee of the body corporate.\n  (8) For the purposes of this Part, the question whether a person who is not an Australian citizen is ordinarily resident in Australia at a particular time is to be determined in the same manner as that question is determined under the Foreign Acquisitions and Takeovers Act 1975.\n  (9) For the purposes of Divisions 3 and 4, a reference to CSL or to a CSL subsidiary includes a reference to an administering body in relation to CSL or the CSL subsidiary.\n\n### Division 2—Requirements regarding CSL’s articles of association\n\n#### 19C CSL’s articles of association to include certain provisions\n\n  (1) The articles of association of CSL must, on and after the sale day, include the following provisions:\n    (a) a provision imposing restrictions on the counting of votes in respect of the appointment, replacement and removal of directors of CSL so as to prevent the votes attaching to all significant foreign shareholdings being counted in respect of the appointment, replacement or removal, of more than one‑third of the directors of CSL who hold office at any particular time; and\n    (b) a provision requiring the directors of CSL, for the purposes of enforcing the articles giving effect to paragraph (a), to take reasonable steps to find out whether there are significant foreign shareholdings; and\n    (c) a provision conferring the following powers on the directors of CSL to enable the directors to enforce the articles giving effect to paragraph (a):\n    (i) the power to remove or limit the right of a person to exercise voting rights attached to voting shares in CSL in respect of the appointment, replacement or removal of a director of CSL; and\n    (ii) the power to remove a director of CSL; and\n    (d) a provision requiring that the head office of CSL always be located in Australia; and\n    (e) a provision requiring that the principal facilities used by CSL and any CSL subsidiaries to produce products derived from human plasma collected from blood or plasma donated by individuals in Australia always be located in Australia; and\n    (f) a provision requiring that, at all times, at least two‑thirds of the directors of CSL be Australian citizens; and\n    (g) a provision requiring that the presiding director (however described) at a meeting of the board of directors of CSL be an Australian citizen; and\n    (h) a provision prohibiting CSL from taking any action at any time to become incorporated outside Australia.\n  (2) In this section:\n\n> significant foreign shareholding means a holding of voting shares in CSL in which a foreign person has a relevant interest, if the foreign person has relevant interests in at least 5% of the voting shares in CSL.\n\n#### 19D Inconsistent alteration to CSL’s articles of association to have no effect\n\n  (1) A special resolution of CSL that would, apart from this subsection, have the effect of altering CSL’s articles of association so that the articles would not comply with section 19C has no effect.\n  (2) A special resolution or resolution of CSL that, apart from this subsection:\n    (a) would, if acted on, result in a contravention of the mandatory articles; or\n    (b) would ratify an act or omission that contravenes the mandatory articles;\n  has no effect.\n  (3) In this section:\n\n> resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n> special resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n#### 19E CSL to maintain a register of foreign‑held voting shares\n\n  (1) CSL must on and after the sale day maintain a register of foreign‑held voting shares.\n  (2) If the Minister gives CSL a written request that CSL give to him or her the register or a copy of the register at such reasonable time and reasonable place as the Minister specifies, CSL must give the Minister the register or a copy of the register, as the case requires, in accordance with the request.\n\n#### 19F Injunctions in relation to contraventions of a mandatory article or section 19E\n\n  (1) Subsection (2) applies if CSL or any other person has engaged, is engaging or is proposing to engage in conduct constituting or that would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (2) The Court may, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, restraining CSL or the other person from engaging in the conduct and if the Court thinks it appropriate to do so, requiring CSL or the other person to do anything.\n  (3) Subsection (4) applies if CSL or any other person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing and that refusal or failure constitutes or would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (4) The Court may, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate, requiring CSL or the other person to do anything.\n  (5) The Court may discharge or vary an injunction under this section.\n\n#### 19G Consent injunctions\n\n  On an application for an injunction under subsection 19F(2) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that that subsection applies.\n\n#### 19H Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19F(2) or (4).\n\n#### 19J Factors relevant to the grant of a restraining injunction\n\n  The power of the Court to grant an injunction under subsection 19F(2) restraining CSL or any other person from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL or the other person has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person engages, or continues to engage, in conduct of that kind.\n\n#### 19K Factors relevant to the grant of a mandatory injunction\n\n  The power of the Court to require CSL or another person to do anything under subsection 19F(4) may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; and\n    (b) whether or not CSL or the other person has previously refused or failed to do that act or thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person refuses or fails to do that act or thing.\n\n#### 19L Undertaking as to damages not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19F, the Court must not require the Minister, as a condition of granting an interim injunction, to give an undertaking as to damages.\n\n#### 19M Other orders\n\n  If the Court has power under section 19F to grant an injunction restraining CSL or another person from engaging in particular conduct, or requiring CSL or another person to do anything, the Court may, as well as or instead of granting an injunction, make such other orders as it thinks appropriate against CSL or the other person or a person who was involved in the conduct.\n\n### Division 3—Prohibition on disposal etc. of the Broadmeadows facility\n\n#### 19N Declaration of Broadmeadows land\n\n  The Minister may, by notice in the Gazette, declare the whole, or any specified part of, the land located at Broadmeadows in the State of Victoria that has been transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth on or before the sale day to be the Broadmeadows land for the purposes of this Division.\n\n#### 19P Prohibition on disposal etc. of Broadmeadows facility\n\n  (1) Neither CSL nor a wholly‑owned subsidiary may:\n    (a) dispose of the whole of the Broadmeadows facility; or\n    (b) grant an interest (including a contingent interest) in the Broadmeadows facility; or\n    (c) grant a security interest in the Broadmeadows facility or any part of that facility;\n  without the written approval of the Minister.\n  (2) Subsection (1) does not prevent CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to a wholly‑owned subsidiary of CSL.\n  (3) Subsection (1) does not prevent a wholly‑owned subsidiary of CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to CSL or another wholly‑owned subsidiary of CSL.\n  (4) If a wholly‑owned subsidiary of CSL owns or has an interest (including a contingent interest) in the Broadmeadows facility, neither CSL nor a wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary may:\n    (a) dispose of any shares in the first‑mentioned subsidiary or any other wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary; or\n    (b) do anything that would cause the first‑mentioned subsidiary not to be a wholly‑owned subsidiary of CSL;\n  without the written approval of the Minister.\n  (5) The Minister’s approval under subsection (1) or (4) may be subject to conditions.\n  (6) An act or transaction after the day this section commences which involves a contravention of subsection (1) or (4) is ineffective to the extent that it involves the contravention of that subsection.\n  (7) In this section:\n\n> Broadmeadows facility means:\n\n    (a) the Broadmeadows land declared under section 19N; and\n    (b) the buildings and fixtures on that land on the day the land was transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth; and\n    (c) buildings and fixtures that are constructed on or affixed to the land after that day.\n\n> security interest means an interest in or a power over property which secures payment of a debt or any other obligation.\n\n### Division 4—Injunctions to ensure performance of plasma products contracts\n\n#### 19Q Injunction to ensure performance of plasma products contracts\n\n  (1) This section applies if the Commonwealth and CSL have entered into a contract (the contract), whether before or after the commencement of this section, in relation to the production by CSL or a CSL subsidiary of products derived from human plasma collected from blood or plasma donated by individuals in Australia.\n  (2) Subsection (1) applies to the first contract of the kind described in that subsection and to any such contract subsequently entered into by the Commonwealth and CSL.\n  (3) If CSL has engaged, is engaging, or is proposing to engage in conduct that constitutes, or would constitute, a breach of a provision of the contract, the Court must, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate:\n    (a) restraining CSL from engaging in the conduct; and\n    (b) if the Court thinks it appropriate, requiring CSL to do anything to ensure that the contract is performed by CSL.\n  (4) If CSL has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do anything that CSL is required by the contract to do, the Court must, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, requiring CSL to do that thing.\n  (5) On an application for an injunction under subsection (3), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having engaged, engaging or proposing to engage, in conduct that constitutes a breach of a provision of the contract, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (6) On an application for an injunction under subsection (4), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having refused or failed, refusing or failing, or proposing to refuse or fail, to do anything that CSL is required by the contract to do, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (7) The Court may discharge or vary an injunction under this section.\n\n#### 19R Consent injunctions\n\n  On an application for an injunction under subsection 19Q(3) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that the subsection applies.\n\n#### 19S Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19Q(3) or (4).\n\n#### 19T Factors relevant to the grant of a restraining injunction\n\n  (1) The power of the Court to grant an injunction under subsection 19Q(3) restraining CSL from engaging in conduct must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL engages, or continues to engage, in conduct of that kind; and\n    (d) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n  (2) The power of the Court to grant an injunction under subsection 19Q(5) or (6) restraining a CSL subsidiary from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not it appears to the Court that CSL intends to engage or to continue to engage in conduct that constitutes a breach of a provision of the contract; and\n    (c) whether or not the subsidiary has previously engaged in conduct of that kind; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary engages, or continues to engage, in conduct of that kind; and\n    (e) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n\n#### 19U Factors relevant to the grant of a mandatory injunction\n\n  (1) The power of the Court to require CSL to do a thing under subsection 19Q(4) must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not CSL has previously refused or failed to do that thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL refuses or fails to do that thing; and\n    (d) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n  (2) The power of the Court to require a CSL subsidiary to do a thing under subsection 19Q(5) or (6) may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do anything that CSL is required by the contract to do; and\n    (c) whether or not the subsidiary has previously refused or failed to do that thing; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary refuses or fails to do that thing; and\n    (e) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n\n#### 19V Undertakings not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19Q, the Court must not require the Minister, as a condition of granting an interim injunction, to give any undertakings, including any undertakings as to damages.\n\n#### 19W Other orders\n\n  (1) If the Court has power under subsection 19Q(3) to grant an injunction restraining CSL from engaging in particular conduct, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the conduct.\n  (2) If the Court has power under subsection 19Q(4) to grant an injunction requiring CSL to do a thing, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the refusal or failure of CSL to do the thing.\n\n### Division 5—Miscellaneous\n\n#### 19X Delegation by Minister\n\n  (1) The Minister may delegate his or her powers and functions under this Part to an SES employee or acting SES employee in the Department.\n\n#### 19Y Jurisdiction of courts\n\n  The Federal Court of Australia has jurisdiction with respect to matters arising under this Part and that jurisdiction is exclusive of the jurisdiction of all other courts, other than the jurisdiction of the High Court under section 75 of the Constitution.\n\n#### 19Z This Part to have effect despite the Corporations Act\n\n  This Part has effect despite any provision of the Corporations Act 2001.\n\n#### 19ZA Remedies under this Part to be additional remedies\n\n  The remedies conferred by this Part are in addition to any other remedies the Commonwealth would have apart from this Part.\n\n## Part 5—Staff matters\n\n#### 26 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues, at and after the transition to be employed by CSL on the terms and conditions on which he or she was employed by CSL immediately before the transition.\n\n#### 27 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, determination, award or industrial agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 26 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by CSL, it would have been necessary to take into account a period during which the staff member was employed by CSL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by CSL;\n  CSL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.\n\n#### 28 Effect of sections 26 and 27\n\n  Sections 26 and 27 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 29 Variation of terms and conditions of employment\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, determination, award or industrial agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions; or\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.\n\n## Part 6—Taxation matters\n\n#### 31 Interpretation\n\n  In this Part:\n\n> exempt matter means:\n\n    (a) a transfer of assets or liabilities under section 31A; or\n    (b) an issue of shares under subsection 9(3); or\n    (c) the reservation of name made by subsection 10(5); or\n    (d) the change of name made by subsection 11(1); or\n    (e) CSL’s registration as a company by force of this Act; or\n    (f) the operation of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990; or\n    (g) giving effect to a matter referred to in another paragraph of this definition or giving effect to the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 32 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.\n\n#### 33 Minister may certify in relation to exemptions\n\n  (1) The Minister may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified unless the contrary is established.\n\n#### 34 CSL taken to have had share capital for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, CSL shall be taken to have had, at all times before it complied with subsection 9(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.\n\n#### 35 Treatment of acquisitions of transferring assets for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 after the commencement of this Part:\n    (a) CSL is to be taken to have acquired a transferring asset on the day on which that asset was acquired by the Commonwealth; and\n    (b) CSL is to be taken to have paid or given, in relation to its acquisition of a transferring asset, the consideration paid or given by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth paid or gave the consideration; and\n    (c) CSL is to be taken to have incurred, in relation to its acquisition of a transferring asset, the liability to pay or give consideration incurred by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth incurred the liability; and\n    (d) CSL is to be taken to have incurred, in relation to a transferring asset, costs and expenditure of the kinds referred to in subsection 110‑25(3), (5) or (6) of the Income Tax Assessment Act 1997 incurred by the Commonwealth in relation to the asset and to have done so when the Commonwealth incurred the costs or expenditure.\n\n## Part 7—Miscellaneous\n\n#### 36 CSL not public authority etc.\n\n  CSL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.\n\n#### 37 Judicial notice of CSL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of CSL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies only in relation to an imprint that was affixed, or appears to have been affixed, before the transition.\n\n#### 38 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by CSL such reasonable amount of compensation as is agreed on between the person and CSL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section:\n\n> acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.\n\n#### 41 Delegations\n\n  The Minister may by signed writing delegate to an officer of the Department all or any of the powers and functions of the Minister under this Act.\n\n#### 42 Regulations\n\n  (1) The Governor‑General may make regulations not inconsistent with this Act, prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":23},{"sectionNumber":"19C","sectionType":"section","heading":"CSL’s articles of association to include certain provisions","content":"#### 19C CSL’s articles of association to include certain provisions\n\n  (1) The articles of association of CSL must, on and after the sale day, include the following provisions:\n    (a) a provision imposing restrictions on the counting of votes in respect of the appointment, replacement and removal of directors of CSL so as to prevent the votes attaching to all significant foreign shareholdings being counted in respect of the appointment, replacement or removal, of more than one‑third of the directors of CSL who hold office at any particular time; and\n    (b) a provision requiring the directors of CSL, for the purposes of enforcing the articles giving effect to paragraph (a), to take reasonable steps to find out whether there are significant foreign shareholdings; and\n    (c) a provision conferring the following powers on the directors of CSL to enable the directors to enforce the articles giving effect to paragraph (a):\n    (i) the power to remove or limit the right of a person to exercise voting rights attached to voting shares in CSL in respect of the appointment, replacement or removal of a director of CSL; and\n    (ii) the power to remove a director of CSL; and\n    (d) a provision requiring that the head office of CSL always be located in Australia; and\n    (e) a provision requiring that the principal facilities used by CSL and any CSL subsidiaries to produce products derived from human plasma collected from blood or plasma donated by individuals in Australia always be located in Australia; and\n    (f) a provision requiring that, at all times, at least two‑thirds of the directors of CSL be Australian citizens; and\n    (g) a provision requiring that the presiding director (however described) at a meeting of the board of directors of CSL be an Australian citizen; and\n    (h) a provision prohibiting CSL from taking any action at any time to become incorporated outside Australia.\n  (2) In this section:\n\n> significant foreign shareholding means a holding of voting shares in CSL in which a foreign person has a relevant interest, if the foreign person has relevant interests in at least 5% of the voting shares in CSL.","sortOrder":24},{"sectionNumber":"19D","sectionType":"section","heading":"Inconsistent alteration to CSL’s articles of association to have no effect","content":"#### 19D Inconsistent alteration to CSL’s articles of association to have no effect\n\n  (1) A special resolution of CSL that would, apart from this subsection, have the effect of altering CSL’s articles of association so that the articles would not comply with section 19C has no effect.\n  (2) A special resolution or resolution of CSL that, apart from this subsection:\n    (a) would, if acted on, result in a contravention of the mandatory articles; or\n    (b) would ratify an act or omission that contravenes the mandatory articles;\n  has no effect.\n  (3) In this section:\n\n> resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n> special resolution has the same meaning as in section 9 of the Corporations Act 2001.","sortOrder":25},{"sectionNumber":"19E","sectionType":"section","heading":"CSL to maintain a register of foreign‑held voting shares","content":"#### 19E CSL to maintain a register of foreign‑held voting shares\n\n  (1) CSL must on and after the sale day maintain a register of foreign‑held voting shares.\n  (2) If the Minister gives CSL a written request that CSL give to him or her the register or a copy of the register at such reasonable time and reasonable place as the Minister specifies, CSL must give the Minister the register or a copy of the register, as the case requires, in accordance with the request.","sortOrder":26},{"sectionNumber":"19F","sectionType":"section","heading":"Injunctions in relation to contraventions of a mandatory article or section 19E","content":"#### 19F Injunctions in relation to contraventions of a mandatory article or section 19E\n\n  (1) Subsection (2) applies if CSL or any other person has engaged, is engaging or is proposing to engage in conduct constituting or that would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (2) The Court may, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, restraining CSL or the other person from engaging in the conduct and if the Court thinks it appropriate to do so, requiring CSL or the other person to do anything.\n  (3) Subsection (4) applies if CSL or any other person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing and that refusal or failure constitutes or would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (4) The Court may, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate, requiring CSL or the other person to do anything.\n  (5) The Court may discharge or vary an injunction under this section.","sortOrder":27},{"sectionNumber":"19G","sectionType":"section","heading":"Consent injunctions","content":"#### 19G Consent injunctions\n\n  On an application for an injunction under subsection 19F(2) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that that subsection applies.","sortOrder":28},{"sectionNumber":"19H","sectionType":"section","heading":"Interim injunctions","content":"#### 19H Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19F(2) or (4).","sortOrder":29},{"sectionNumber":"19J","sectionType":"section","heading":"Factors relevant to the grant of a restraining injunction","content":"#### 19J Factors relevant to the grant of a restraining injunction\n\n  The power of the Court to grant an injunction under subsection 19F(2) restraining CSL or any other person from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL or the other person has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person engages, or continues to engage, in conduct of that kind.","sortOrder":30},{"sectionNumber":"19K","sectionType":"section","heading":"Factors relevant to the grant of a mandatory injunction","content":"#### 19K Factors relevant to the grant of a mandatory injunction\n\n  The power of the Court to require CSL or another person to do anything under subsection 19F(4) may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; and\n    (b) whether or not CSL or the other person has previously refused or failed to do that act or thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person refuses or fails to do that act or thing.","sortOrder":31},{"sectionNumber":"19L","sectionType":"section","heading":"Undertaking as to damages not required","content":"#### 19L Undertaking as to damages not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19F, the Court must not require the Minister, as a condition of granting an interim injunction, to give an undertaking as to damages.","sortOrder":32},{"sectionNumber":"19M","sectionType":"section","heading":"Other orders","content":"#### 19M Other orders\n\n  If the Court has power under section 19F to grant an injunction restraining CSL or another person from engaging in particular conduct, or requiring CSL or another person to do anything, the Court may, as well as or instead of granting an injunction, make such other orders as it thinks appropriate against CSL or the other person or a person who was involved in the conduct.","sortOrder":33},{"sectionNumber":"Division 3","sectionType":"division","heading":"Prohibition on disposal etc. of the Broadmeadows facility","content":"An Act relating to the constitution of CSL as a public company, and for other purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Commonwealth Serum Laboratories Act 1961.\n\n#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.\n\n#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> CSL means the body corporate that, at the commencement of this section, exists, because of this Act, under the name “Commonwealth Serum Laboratories Commission”.\n\n> employment, in relation to a staff member, means employment by, or service with, CSL.\n\n> member, in relation to CSL at any time before the transition, includes a Commissioner and the Managing Director.\n\n> memorandum means memorandum of association.\n\n> share, in relation to CSL, means a share in the share capital of CSL.\n\n> staff member means a person who, immediately before the transition is:\n\n    (a) the Managing Director of CSL; or\n    (b) an officer or employee of CSL.\n\n> subsidiary has the meaning given by section 5.\n\n> transferring asset means an asset to which a determination under paragraph 31A(1)(a) applies.\n\n> transferring liability means a liability to which a determination under paragraph 31A(1)(b) applies.\n\n> transition means the commencement of Part 3, being the Part inserted by section 13 of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> wholly‑owned subsidiary, in relation to CSL, means a body corporate:\n\n    (a) that is a subsidiary of CSL; and\n    (b) none of whose members is a person other than:\n    (i) CSL; or\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of CSL; or\n    (iii) a nominee of CSL or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) CSL; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).\n\n#### 5 Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same way as the question whether a corporation is a subsidiary of another corporation is determined under the Corporations Act 2001.\n\n#### 6 Operation of Act\n\n  This Act applies both within and outside Australia.\n\n#### 7 Extension to external Territories\n\n  This Act extends to all external Territories.\n\n## Part 2—Creation of capital structure and other steps prior to conversion of CSL into a public company\n\n#### 8 Share capital of CSL\n\n  (1) As from the commencement of this Part, CSL is to have an authorised and issued share capital.\n  (2) The amount of the issued share capital must be equal to the amount that subsection 9(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital must be divided into shares of $1 each.\n  (4) The share capital may be divided into classes of shares.\n  (5) As from the transition, this section has effect subject to the Corporations Act 2001.\n\n#### 9 Issue of shares in CSL\n\n  (1) As soon as practicable after the commencement of this Part, CSL must apply the capital that it has at that commencement in paying up, in full, shares in CSL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), CSL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) The issue of shares under subsection (3) discharges in full CSL’s obligations to repay the capital to the Commonwealth.\n  (6) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (5).\n  (7) A person is not a member of CSL at any time before the transition merely because the person holds shares in CSL.\n\n#### 10 CSL to apply to be registered as company etc.\n\n  (1) CSL must, before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Serum Laboratories Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for CSL; and\n    (d) if the rights attached to shares included in a class of shares under subsection 9(4) are not provided for in the memorandum or articles, lodge with the National Companies and Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) CSL is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Serum Laboratories Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n#### 11 New name of CSL\n\n  (1) On the day immediately before the transition, CSL’s name is, by force of this subsection, changed to “Commonwealth Serum Laboratories Limited”.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) CSL was a company, within the meaning of that Act, when the change was made; and\n    (b) the change was made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) CSL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.\n\n## Part 3—Conversion of CSL into a public company\n\n#### 12 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) CSL is a company registered under the Companies Act 1981; and\n    (b) CSL’s name is “Commonwealth Serum Laboratories Limited”; and\n    (c) CSL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to CSL.\n\n#### 13 CSL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 10(1)(a) and to register CSL as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the commencement of this Part; and\n    (c) to have so registered CSL, at the commencement of this Part:\n    (i) by the name “Commonwealth Serum Laboratories Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Serum Laboratories Limited” in relation to CSL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of CSL’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, CSL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.\n\n#### 14 Memorandum and Articles of CSL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 10(1)(c):\n    (a) are respectively the memorandum, and the articles, of CSL; and\n    (b) bind CSL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to CSL’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 15 Membership of CSL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of CSL, ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in CSL at the commencement of this Part becomes, by force of this subsection, a member of CSL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of CSL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of CSL under CSL’s memorandum and articles.\n\n#### 16 Past members\n\n  For the purposes of Division 2 of Part 5.6 of the Corporations Act 2001, a person is not a past member of CSL merely because he or she was a member of the CSL Commission, or acted as a member of the Commission, before the commencement of this Part.\n\n#### 19 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to CSL.\n\n## Part 3A—National interest restrictions on CSL Limited\n\n### Division 1—Purpose and interpretation\n\n#### 19A Purpose\n\n  The purpose of this Part is to:\n    (a) provide for certain matters which affect the national interest in relation to the operations of CSL; and\n    (b) provide remedies in relation to some of those matters.\n\n#### 19B Interpretation\n\n  (1) In this Part, unless the contrary intention appears:\n\n> administering body, in relation to a CSL body, means:\n\n    (a) a liquidator or provisional liquidator of the CSL body; or\n    (b) a receiver, receiver and manager, or other controller, of property of the CSL body; or\n    (c) an administrator of the CSL body; or\n    (d) an administrator of a deed of company arrangement executed by the CSL body; or\n    (e) an administrator (if any) of a compromise or arrangement entered into by the CSL body;\n  under the Corporations Act 2001.\n\n> associate, in relation to a person, has the meaning it would have under Division 2 of Part 1.2 of the Corporations Act 2001 as in force on the commencement of that Act if that Division as so in force were, subject to the following modifications, still in force:\n\n    (a) section 12 of that Act as then in force were modified by omitting paragraphs (1)(b) and (c) and substituting the following word and paragraph:\n    “or (b) whether the primary person is in a position to exercise certain powers in relation to a body corporate;”; and\n    (b) sections 13 and 14 of that Act as then in force were disregarded.\n\n> Australian body corporate means a body corporate that:\n\n    (a) is incorporated by or under a law of the Commonwealth or of a State or Territory; and\n    (b) is substantially owned and, in the opinion of the directors of CSL at the time the matter is considered, effectively controlled by persons who are:\n    (i) Australian individuals; or\n    (ii) Australian government bodies; or\n    (iii) bodies corporate that have been determined to be Australian bodies corporate under a previous application of this definition; or\n    (iv) Australian fund managers.\n\n> Australian fund manager means the trustee or manager of a fund in which the total interests of Australian individuals, Australian government bodies and Australian bodies corporate represent at least 60% of the total interests in the fund.\n\n> Australian government body means:\n\n    (a) the Commonwealth, a State or a Territory; or\n    (b) a Commonwealth, State or Territory authority; or\n    (c) a local government body (whether incorporated or not) formed by or under a law of a State or a Territory; or\n    (d) a person who is a nominee of a body mentioned in paragraph (a), (b) or (c).\n\n> Australian individual means an individual who is an Australian citizen or is ordinarily resident in Australia.\n\n> Australian person means:\n\n    (a) an Australian individual; or\n    (b) an Australian government body; or\n    (c) an Australian body corporate; or\n    (d) an Australian fund manager.\n\n> Court means the Federal Court of Australia.\n\n> CSL means the body corporate known before the sale day as CSL Limited by whatever name called, and in whatever form that body corporate takes, from time to time.\n\n> CSL body means CSL or a CSL subsidiary.\n\n> CSL subsidiary means a body corporate that is a subsidiary of CSL.\n\n> foreign‑held voting shares means:\n\n    (a) voting shares that are acknowledged in writing by the registered owner of those shares to be shares in which a foreign person has a relevant interest; or\n    (b) voting shares that the directors of CSL have, after reasonable inquiries, declared to be shares in which a foreign person has a relevant interest.\n\n> foreign person means a person who is not an Australian person.\n\n> head office, in relation to CSL, means the place of business of CSL where central management and control are exercised.\n\n> mandatory article means a provision included in CSL’s articles of association in accordance with section 19C.\n\n> registered owner, in relation to a share, means the person who appears in the register of members as the holder of the shares.\n\n> register of members has the same meaning as in the Corporations Act 2001.\n\n> sale day has the same meaning as in the CSL Sale Act 1993.\n\n> share, in relation to a body corporate, means a share in the body corporate’s share capital.\n\n> voting share has the same meaning as in the Corporations Act 2001.\n\n  (2) For the purposes of this Part, a body corporate is substantially owned by:\n    (a) Australian individuals; or\n    (b) Australian government bodies; or\n    (c) bodies corporate that have been determined to be Australian bodies corporate under a previous application of the definition of Australian body corporate in subsection (1); or\n    (d) Australian fund managers;\n  if and only if the total value of shares in the body corporate in which persons other than persons mentioned in paragraphs (a) to (d) have relevant interests represents less than 40% of the total value of the issued share capital of the body corporate.\n  (3) For the purposes of this Part, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share for the purposes of the Corporations Act 2001 if paragraph 608(3)(a) of that Act were disregarded.\n  (4) Subject to subsection (5), the directors of CSL must form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is not effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if any of the circumstances set out in subsection (6) apply in relation to the body corporate.\n  (5) The directors of CSL may form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if, in spite of any of the circumstances set out in subsection (6), the directors are satisfied, on reasonable grounds, that the body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers.\n  (6) The circumstances are as follows:\n    (a) a single foreign person has relevant interests in at least 15% of the voting shares of the body corporate;\n    (b) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise (whether directly or indirectly) control over a significant proportion of the operations of the body corporate;\n    (c) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to veto any significant action taken by the board of directors of the body corporate;\n    (d) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to appoint, to secure the appointment or veto the appointment of at least half of the board of directors of the body corporate;\n    (e) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise in any manner (whether directly or indirectly), direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n    (f) the body corporate or at least 50% of its directors:\n    (i) act or are accustomed to act; or\n    (ii) under a contract, or an arrangement or understanding (whether formal or informal), are intended or expected to act;\n    in accordance with the directions, instructions or wishes of foreign persons, either alone or together with associates of the foreign persons, either generally or in relation to the body corporate’s dealings with CSL or with shares in CSL.\n  (7) An employee of a body corporate is not to be regarded for the purposes of subsection (6) as being in a position to:\n    (a) exercise control over a significant proportion of the operations of the body corporate; or\n    (b) exercise direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n  purely because he or she is an employee of the body corporate.\n  (8) For the purposes of this Part, the question whether a person who is not an Australian citizen is ordinarily resident in Australia at a particular time is to be determined in the same manner as that question is determined under the Foreign Acquisitions and Takeovers Act 1975.\n  (9) For the purposes of Divisions 3 and 4, a reference to CSL or to a CSL subsidiary includes a reference to an administering body in relation to CSL or the CSL subsidiary.\n\n### Division 2—Requirements regarding CSL’s articles of association\n\n#### 19C CSL’s articles of association to include certain provisions\n\n  (1) The articles of association of CSL must, on and after the sale day, include the following provisions:\n    (a) a provision imposing restrictions on the counting of votes in respect of the appointment, replacement and removal of directors of CSL so as to prevent the votes attaching to all significant foreign shareholdings being counted in respect of the appointment, replacement or removal, of more than one‑third of the directors of CSL who hold office at any particular time; and\n    (b) a provision requiring the directors of CSL, for the purposes of enforcing the articles giving effect to paragraph (a), to take reasonable steps to find out whether there are significant foreign shareholdings; and\n    (c) a provision conferring the following powers on the directors of CSL to enable the directors to enforce the articles giving effect to paragraph (a):\n    (i) the power to remove or limit the right of a person to exercise voting rights attached to voting shares in CSL in respect of the appointment, replacement or removal of a director of CSL; and\n    (ii) the power to remove a director of CSL; and\n    (d) a provision requiring that the head office of CSL always be located in Australia; and\n    (e) a provision requiring that the principal facilities used by CSL and any CSL subsidiaries to produce products derived from human plasma collected from blood or plasma donated by individuals in Australia always be located in Australia; and\n    (f) a provision requiring that, at all times, at least two‑thirds of the directors of CSL be Australian citizens; and\n    (g) a provision requiring that the presiding director (however described) at a meeting of the board of directors of CSL be an Australian citizen; and\n    (h) a provision prohibiting CSL from taking any action at any time to become incorporated outside Australia.\n  (2) In this section:\n\n> significant foreign shareholding means a holding of voting shares in CSL in which a foreign person has a relevant interest, if the foreign person has relevant interests in at least 5% of the voting shares in CSL.\n\n#### 19D Inconsistent alteration to CSL’s articles of association to have no effect\n\n  (1) A special resolution of CSL that would, apart from this subsection, have the effect of altering CSL’s articles of association so that the articles would not comply with section 19C has no effect.\n  (2) A special resolution or resolution of CSL that, apart from this subsection:\n    (a) would, if acted on, result in a contravention of the mandatory articles; or\n    (b) would ratify an act or omission that contravenes the mandatory articles;\n  has no effect.\n  (3) In this section:\n\n> resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n> special resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n#### 19E CSL to maintain a register of foreign‑held voting shares\n\n  (1) CSL must on and after the sale day maintain a register of foreign‑held voting shares.\n  (2) If the Minister gives CSL a written request that CSL give to him or her the register or a copy of the register at such reasonable time and reasonable place as the Minister specifies, CSL must give the Minister the register or a copy of the register, as the case requires, in accordance with the request.\n\n#### 19F Injunctions in relation to contraventions of a mandatory article or section 19E\n\n  (1) Subsection (2) applies if CSL or any other person has engaged, is engaging or is proposing to engage in conduct constituting or that would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (2) The Court may, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, restraining CSL or the other person from engaging in the conduct and if the Court thinks it appropriate to do so, requiring CSL or the other person to do anything.\n  (3) Subsection (4) applies if CSL or any other person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing and that refusal or failure constitutes or would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (4) The Court may, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate, requiring CSL or the other person to do anything.\n  (5) The Court may discharge or vary an injunction under this section.\n\n#### 19G Consent injunctions\n\n  On an application for an injunction under subsection 19F(2) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that that subsection applies.\n\n#### 19H Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19F(2) or (4).\n\n#### 19J Factors relevant to the grant of a restraining injunction\n\n  The power of the Court to grant an injunction under subsection 19F(2) restraining CSL or any other person from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL or the other person has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person engages, or continues to engage, in conduct of that kind.\n\n#### 19K Factors relevant to the grant of a mandatory injunction\n\n  The power of the Court to require CSL or another person to do anything under subsection 19F(4) may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; and\n    (b) whether or not CSL or the other person has previously refused or failed to do that act or thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person refuses or fails to do that act or thing.\n\n#### 19L Undertaking as to damages not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19F, the Court must not require the Minister, as a condition of granting an interim injunction, to give an undertaking as to damages.\n\n#### 19M Other orders\n\n  If the Court has power under section 19F to grant an injunction restraining CSL or another person from engaging in particular conduct, or requiring CSL or another person to do anything, the Court may, as well as or instead of granting an injunction, make such other orders as it thinks appropriate against CSL or the other person or a person who was involved in the conduct.\n\n### Division 3—Prohibition on disposal etc. of the Broadmeadows facility\n\n#### 19N Declaration of Broadmeadows land\n\n  The Minister may, by notice in the Gazette, declare the whole, or any specified part of, the land located at Broadmeadows in the State of Victoria that has been transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth on or before the sale day to be the Broadmeadows land for the purposes of this Division.\n\n#### 19P Prohibition on disposal etc. of Broadmeadows facility\n\n  (1) Neither CSL nor a wholly‑owned subsidiary may:\n    (a) dispose of the whole of the Broadmeadows facility; or\n    (b) grant an interest (including a contingent interest) in the Broadmeadows facility; or\n    (c) grant a security interest in the Broadmeadows facility or any part of that facility;\n  without the written approval of the Minister.\n  (2) Subsection (1) does not prevent CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to a wholly‑owned subsidiary of CSL.\n  (3) Subsection (1) does not prevent a wholly‑owned subsidiary of CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to CSL or another wholly‑owned subsidiary of CSL.\n  (4) If a wholly‑owned subsidiary of CSL owns or has an interest (including a contingent interest) in the Broadmeadows facility, neither CSL nor a wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary may:\n    (a) dispose of any shares in the first‑mentioned subsidiary or any other wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary; or\n    (b) do anything that would cause the first‑mentioned subsidiary not to be a wholly‑owned subsidiary of CSL;\n  without the written approval of the Minister.\n  (5) The Minister’s approval under subsection (1) or (4) may be subject to conditions.\n  (6) An act or transaction after the day this section commences which involves a contravention of subsection (1) or (4) is ineffective to the extent that it involves the contravention of that subsection.\n  (7) In this section:\n\n> Broadmeadows facility means:\n\n    (a) the Broadmeadows land declared under section 19N; and\n    (b) the buildings and fixtures on that land on the day the land was transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth; and\n    (c) buildings and fixtures that are constructed on or affixed to the land after that day.\n\n> security interest means an interest in or a power over property which secures payment of a debt or any other obligation.\n\n### Division 4—Injunctions to ensure performance of plasma products contracts\n\n#### 19Q Injunction to ensure performance of plasma products contracts\n\n  (1) This section applies if the Commonwealth and CSL have entered into a contract (the contract), whether before or after the commencement of this section, in relation to the production by CSL or a CSL subsidiary of products derived from human plasma collected from blood or plasma donated by individuals in Australia.\n  (2) Subsection (1) applies to the first contract of the kind described in that subsection and to any such contract subsequently entered into by the Commonwealth and CSL.\n  (3) If CSL has engaged, is engaging, or is proposing to engage in conduct that constitutes, or would constitute, a breach of a provision of the contract, the Court must, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate:\n    (a) restraining CSL from engaging in the conduct; and\n    (b) if the Court thinks it appropriate, requiring CSL to do anything to ensure that the contract is performed by CSL.\n  (4) If CSL has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do anything that CSL is required by the contract to do, the Court must, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, requiring CSL to do that thing.\n  (5) On an application for an injunction under subsection (3), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having engaged, engaging or proposing to engage, in conduct that constitutes a breach of a provision of the contract, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (6) On an application for an injunction under subsection (4), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having refused or failed, refusing or failing, or proposing to refuse or fail, to do anything that CSL is required by the contract to do, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (7) The Court may discharge or vary an injunction under this section.\n\n#### 19R Consent injunctions\n\n  On an application for an injunction under subsection 19Q(3) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that the subsection applies.\n\n#### 19S Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19Q(3) or (4).\n\n#### 19T Factors relevant to the grant of a restraining injunction\n\n  (1) The power of the Court to grant an injunction under subsection 19Q(3) restraining CSL from engaging in conduct must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL engages, or continues to engage, in conduct of that kind; and\n    (d) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n  (2) The power of the Court to grant an injunction under subsection 19Q(5) or (6) restraining a CSL subsidiary from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not it appears to the Court that CSL intends to engage or to continue to engage in conduct that constitutes a breach of a provision of the contract; and\n    (c) whether or not the subsidiary has previously engaged in conduct of that kind; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary engages, or continues to engage, in conduct of that kind; and\n    (e) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n\n#### 19U Factors relevant to the grant of a mandatory injunction\n\n  (1) The power of the Court to require CSL to do a thing under subsection 19Q(4) must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not CSL has previously refused or failed to do that thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL refuses or fails to do that thing; and\n    (d) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n  (2) The power of the Court to require a CSL subsidiary to do a thing under subsection 19Q(5) or (6) may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do anything that CSL is required by the contract to do; and\n    (c) whether or not the subsidiary has previously refused or failed to do that thing; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary refuses or fails to do that thing; and\n    (e) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n\n#### 19V Undertakings not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19Q, the Court must not require the Minister, as a condition of granting an interim injunction, to give any undertakings, including any undertakings as to damages.\n\n#### 19W Other orders\n\n  (1) If the Court has power under subsection 19Q(3) to grant an injunction restraining CSL from engaging in particular conduct, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the conduct.\n  (2) If the Court has power under subsection 19Q(4) to grant an injunction requiring CSL to do a thing, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the refusal or failure of CSL to do the thing.\n\n### Division 5—Miscellaneous\n\n#### 19X Delegation by Minister\n\n  (1) The Minister may delegate his or her powers and functions under this Part to an SES employee or acting SES employee in the Department.\n\n#### 19Y Jurisdiction of courts\n\n  The Federal Court of Australia has jurisdiction with respect to matters arising under this Part and that jurisdiction is exclusive of the jurisdiction of all other courts, other than the jurisdiction of the High Court under section 75 of the Constitution.\n\n#### 19Z This Part to have effect despite the Corporations Act\n\n  This Part has effect despite any provision of the Corporations Act 2001.\n\n#### 19ZA Remedies under this Part to be additional remedies\n\n  The remedies conferred by this Part are in addition to any other remedies the Commonwealth would have apart from this Part.\n\n## Part 5—Staff matters\n\n#### 26 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues, at and after the transition to be employed by CSL on the terms and conditions on which he or she was employed by CSL immediately before the transition.\n\n#### 27 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, determination, award or industrial agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 26 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by CSL, it would have been necessary to take into account a period during which the staff member was employed by CSL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by CSL;\n  CSL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.\n\n#### 28 Effect of sections 26 and 27\n\n  Sections 26 and 27 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 29 Variation of terms and conditions of employment\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, determination, award or industrial agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions; or\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.\n\n## Part 6—Taxation matters\n\n#### 31 Interpretation\n\n  In this Part:\n\n> exempt matter means:\n\n    (a) a transfer of assets or liabilities under section 31A; or\n    (b) an issue of shares under subsection 9(3); or\n    (c) the reservation of name made by subsection 10(5); or\n    (d) the change of name made by subsection 11(1); or\n    (e) CSL’s registration as a company by force of this Act; or\n    (f) the operation of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990; or\n    (g) giving effect to a matter referred to in another paragraph of this definition or giving effect to the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 32 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.\n\n#### 33 Minister may certify in relation to exemptions\n\n  (1) The Minister may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified unless the contrary is established.\n\n#### 34 CSL taken to have had share capital for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, CSL shall be taken to have had, at all times before it complied with subsection 9(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.\n\n#### 35 Treatment of acquisitions of transferring assets for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 after the commencement of this Part:\n    (a) CSL is to be taken to have acquired a transferring asset on the day on which that asset was acquired by the Commonwealth; and\n    (b) CSL is to be taken to have paid or given, in relation to its acquisition of a transferring asset, the consideration paid or given by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth paid or gave the consideration; and\n    (c) CSL is to be taken to have incurred, in relation to its acquisition of a transferring asset, the liability to pay or give consideration incurred by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth incurred the liability; and\n    (d) CSL is to be taken to have incurred, in relation to a transferring asset, costs and expenditure of the kinds referred to in subsection 110‑25(3), (5) or (6) of the Income Tax Assessment Act 1997 incurred by the Commonwealth in relation to the asset and to have done so when the Commonwealth incurred the costs or expenditure.\n\n## Part 7—Miscellaneous\n\n#### 36 CSL not public authority etc.\n\n  CSL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.\n\n#### 37 Judicial notice of CSL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of CSL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies only in relation to an imprint that was affixed, or appears to have been affixed, before the transition.\n\n#### 38 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by CSL such reasonable amount of compensation as is agreed on between the person and CSL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section:\n\n> acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.\n\n#### 41 Delegations\n\n  The Minister may by signed writing delegate to an officer of the Department all or any of the powers and functions of the Minister under this Act.\n\n#### 42 Regulations\n\n  (1) The Governor‑General may make regulations not inconsistent with this Act, prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":34},{"sectionNumber":"19N","sectionType":"section","heading":"Declaration of Broadmeadows land","content":"#### 19N Declaration of Broadmeadows land\n\n  The Minister may, by notice in the Gazette, declare the whole, or any specified part of, the land located at Broadmeadows in the State of Victoria that has been transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth on or before the sale day to be the Broadmeadows land for the purposes of this Division.","sortOrder":35},{"sectionNumber":"19P","sectionType":"section","heading":"Prohibition on disposal etc. of Broadmeadows facility","content":"#### 19P Prohibition on disposal etc. of Broadmeadows facility\n\n  (1) Neither CSL nor a wholly‑owned subsidiary may:\n    (a) dispose of the whole of the Broadmeadows facility; or\n    (b) grant an interest (including a contingent interest) in the Broadmeadows facility; or\n    (c) grant a security interest in the Broadmeadows facility or any part of that facility;\n  without the written approval of the Minister.\n  (2) Subsection (1) does not prevent CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to a wholly‑owned subsidiary of CSL.\n  (3) Subsection (1) does not prevent a wholly‑owned subsidiary of CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to CSL or another wholly‑owned subsidiary of CSL.\n  (4) If a wholly‑owned subsidiary of CSL owns or has an interest (including a contingent interest) in the Broadmeadows facility, neither CSL nor a wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary may:\n    (a) dispose of any shares in the first‑mentioned subsidiary or any other wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary; or\n    (b) do anything that would cause the first‑mentioned subsidiary not to be a wholly‑owned subsidiary of CSL;\n  without the written approval of the Minister.\n  (5) The Minister’s approval under subsection (1) or (4) may be subject to conditions.\n  (6) An act or transaction after the day this section commences which involves a contravention of subsection (1) or (4) is ineffective to the extent that it involves the contravention of that subsection.\n  (7) In this section:\n\n> Broadmeadows facility means:\n\n    (a) the Broadmeadows land declared under section 19N; and\n    (b) the buildings and fixtures on that land on the day the land was transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth; and\n    (c) buildings and fixtures that are constructed on or affixed to the land after that day.\n\n> security interest means an interest in or a power over property which secures payment of a debt or any other obligation.","sortOrder":36},{"sectionNumber":"Division 4","sectionType":"division","heading":"Injunctions to ensure performance of plasma products contracts","content":"An Act relating to the constitution of CSL as a public company, and for other purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Commonwealth Serum Laboratories Act 1961.\n\n#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.\n\n#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> CSL means the body corporate that, at the commencement of this section, exists, because of this Act, under the name “Commonwealth Serum Laboratories Commission”.\n\n> employment, in relation to a staff member, means employment by, or service with, CSL.\n\n> member, in relation to CSL at any time before the transition, includes a Commissioner and the Managing Director.\n\n> memorandum means memorandum of association.\n\n> share, in relation to CSL, means a share in the share capital of CSL.\n\n> staff member means a person who, immediately before the transition is:\n\n    (a) the Managing Director of CSL; or\n    (b) an officer or employee of CSL.\n\n> subsidiary has the meaning given by section 5.\n\n> transferring asset means an asset to which a determination under paragraph 31A(1)(a) applies.\n\n> transferring liability means a liability to which a determination under paragraph 31A(1)(b) applies.\n\n> transition means the commencement of Part 3, being the Part inserted by section 13 of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> wholly‑owned subsidiary, in relation to CSL, means a body corporate:\n\n    (a) that is a subsidiary of CSL; and\n    (b) none of whose members is a person other than:\n    (i) CSL; or\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of CSL; or\n    (iii) a nominee of CSL or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) CSL; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).\n\n#### 5 Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same way as the question whether a corporation is a subsidiary of another corporation is determined under the Corporations Act 2001.\n\n#### 6 Operation of Act\n\n  This Act applies both within and outside Australia.\n\n#### 7 Extension to external Territories\n\n  This Act extends to all external Territories.\n\n## Part 2—Creation of capital structure and other steps prior to conversion of CSL into a public company\n\n#### 8 Share capital of CSL\n\n  (1) As from the commencement of this Part, CSL is to have an authorised and issued share capital.\n  (2) The amount of the issued share capital must be equal to the amount that subsection 9(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital must be divided into shares of $1 each.\n  (4) The share capital may be divided into classes of shares.\n  (5) As from the transition, this section has effect subject to the Corporations Act 2001.\n\n#### 9 Issue of shares in CSL\n\n  (1) As soon as practicable after the commencement of this Part, CSL must apply the capital that it has at that commencement in paying up, in full, shares in CSL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), CSL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) The issue of shares under subsection (3) discharges in full CSL’s obligations to repay the capital to the Commonwealth.\n  (6) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (5).\n  (7) A person is not a member of CSL at any time before the transition merely because the person holds shares in CSL.\n\n#### 10 CSL to apply to be registered as company etc.\n\n  (1) CSL must, before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Serum Laboratories Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for CSL; and\n    (d) if the rights attached to shares included in a class of shares under subsection 9(4) are not provided for in the memorandum or articles, lodge with the National Companies and Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) CSL is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Serum Laboratories Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n#### 11 New name of CSL\n\n  (1) On the day immediately before the transition, CSL’s name is, by force of this subsection, changed to “Commonwealth Serum Laboratories Limited”.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) CSL was a company, within the meaning of that Act, when the change was made; and\n    (b) the change was made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) CSL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.\n\n## Part 3—Conversion of CSL into a public company\n\n#### 12 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) CSL is a company registered under the Companies Act 1981; and\n    (b) CSL’s name is “Commonwealth Serum Laboratories Limited”; and\n    (c) CSL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to CSL.\n\n#### 13 CSL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 10(1)(a) and to register CSL as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the commencement of this Part; and\n    (c) to have so registered CSL, at the commencement of this Part:\n    (i) by the name “Commonwealth Serum Laboratories Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Serum Laboratories Limited” in relation to CSL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of CSL’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, CSL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.\n\n#### 14 Memorandum and Articles of CSL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 10(1)(c):\n    (a) are respectively the memorandum, and the articles, of CSL; and\n    (b) bind CSL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to CSL’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 15 Membership of CSL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of CSL, ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in CSL at the commencement of this Part becomes, by force of this subsection, a member of CSL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of CSL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of CSL under CSL’s memorandum and articles.\n\n#### 16 Past members\n\n  For the purposes of Division 2 of Part 5.6 of the Corporations Act 2001, a person is not a past member of CSL merely because he or she was a member of the CSL Commission, or acted as a member of the Commission, before the commencement of this Part.\n\n#### 19 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to CSL.\n\n## Part 3A—National interest restrictions on CSL Limited\n\n### Division 1—Purpose and interpretation\n\n#### 19A Purpose\n\n  The purpose of this Part is to:\n    (a) provide for certain matters which affect the national interest in relation to the operations of CSL; and\n    (b) provide remedies in relation to some of those matters.\n\n#### 19B Interpretation\n\n  (1) In this Part, unless the contrary intention appears:\n\n> administering body, in relation to a CSL body, means:\n\n    (a) a liquidator or provisional liquidator of the CSL body; or\n    (b) a receiver, receiver and manager, or other controller, of property of the CSL body; or\n    (c) an administrator of the CSL body; or\n    (d) an administrator of a deed of company arrangement executed by the CSL body; or\n    (e) an administrator (if any) of a compromise or arrangement entered into by the CSL body;\n  under the Corporations Act 2001.\n\n> associate, in relation to a person, has the meaning it would have under Division 2 of Part 1.2 of the Corporations Act 2001 as in force on the commencement of that Act if that Division as so in force were, subject to the following modifications, still in force:\n\n    (a) section 12 of that Act as then in force were modified by omitting paragraphs (1)(b) and (c) and substituting the following word and paragraph:\n    “or (b) whether the primary person is in a position to exercise certain powers in relation to a body corporate;”; and\n    (b) sections 13 and 14 of that Act as then in force were disregarded.\n\n> Australian body corporate means a body corporate that:\n\n    (a) is incorporated by or under a law of the Commonwealth or of a State or Territory; and\n    (b) is substantially owned and, in the opinion of the directors of CSL at the time the matter is considered, effectively controlled by persons who are:\n    (i) Australian individuals; or\n    (ii) Australian government bodies; or\n    (iii) bodies corporate that have been determined to be Australian bodies corporate under a previous application of this definition; or\n    (iv) Australian fund managers.\n\n> Australian fund manager means the trustee or manager of a fund in which the total interests of Australian individuals, Australian government bodies and Australian bodies corporate represent at least 60% of the total interests in the fund.\n\n> Australian government body means:\n\n    (a) the Commonwealth, a State or a Territory; or\n    (b) a Commonwealth, State or Territory authority; or\n    (c) a local government body (whether incorporated or not) formed by or under a law of a State or a Territory; or\n    (d) a person who is a nominee of a body mentioned in paragraph (a), (b) or (c).\n\n> Australian individual means an individual who is an Australian citizen or is ordinarily resident in Australia.\n\n> Australian person means:\n\n    (a) an Australian individual; or\n    (b) an Australian government body; or\n    (c) an Australian body corporate; or\n    (d) an Australian fund manager.\n\n> Court means the Federal Court of Australia.\n\n> CSL means the body corporate known before the sale day as CSL Limited by whatever name called, and in whatever form that body corporate takes, from time to time.\n\n> CSL body means CSL or a CSL subsidiary.\n\n> CSL subsidiary means a body corporate that is a subsidiary of CSL.\n\n> foreign‑held voting shares means:\n\n    (a) voting shares that are acknowledged in writing by the registered owner of those shares to be shares in which a foreign person has a relevant interest; or\n    (b) voting shares that the directors of CSL have, after reasonable inquiries, declared to be shares in which a foreign person has a relevant interest.\n\n> foreign person means a person who is not an Australian person.\n\n> head office, in relation to CSL, means the place of business of CSL where central management and control are exercised.\n\n> mandatory article means a provision included in CSL’s articles of association in accordance with section 19C.\n\n> registered owner, in relation to a share, means the person who appears in the register of members as the holder of the shares.\n\n> register of members has the same meaning as in the Corporations Act 2001.\n\n> sale day has the same meaning as in the CSL Sale Act 1993.\n\n> share, in relation to a body corporate, means a share in the body corporate’s share capital.\n\n> voting share has the same meaning as in the Corporations Act 2001.\n\n  (2) For the purposes of this Part, a body corporate is substantially owned by:\n    (a) Australian individuals; or\n    (b) Australian government bodies; or\n    (c) bodies corporate that have been determined to be Australian bodies corporate under a previous application of the definition of Australian body corporate in subsection (1); or\n    (d) Australian fund managers;\n  if and only if the total value of shares in the body corporate in which persons other than persons mentioned in paragraphs (a) to (d) have relevant interests represents less than 40% of the total value of the issued share capital of the body corporate.\n  (3) For the purposes of this Part, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share for the purposes of the Corporations Act 2001 if paragraph 608(3)(a) of that Act were disregarded.\n  (4) Subject to subsection (5), the directors of CSL must form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is not effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if any of the circumstances set out in subsection (6) apply in relation to the body corporate.\n  (5) The directors of CSL may form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if, in spite of any of the circumstances set out in subsection (6), the directors are satisfied, on reasonable grounds, that the body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers.\n  (6) The circumstances are as follows:\n    (a) a single foreign person has relevant interests in at least 15% of the voting shares of the body corporate;\n    (b) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise (whether directly or indirectly) control over a significant proportion of the operations of the body corporate;\n    (c) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to veto any significant action taken by the board of directors of the body corporate;\n    (d) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to appoint, to secure the appointment or veto the appointment of at least half of the board of directors of the body corporate;\n    (e) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise in any manner (whether directly or indirectly), direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n    (f) the body corporate or at least 50% of its directors:\n    (i) act or are accustomed to act; or\n    (ii) under a contract, or an arrangement or understanding (whether formal or informal), are intended or expected to act;\n    in accordance with the directions, instructions or wishes of foreign persons, either alone or together with associates of the foreign persons, either generally or in relation to the body corporate’s dealings with CSL or with shares in CSL.\n  (7) An employee of a body corporate is not to be regarded for the purposes of subsection (6) as being in a position to:\n    (a) exercise control over a significant proportion of the operations of the body corporate; or\n    (b) exercise direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n  purely because he or she is an employee of the body corporate.\n  (8) For the purposes of this Part, the question whether a person who is not an Australian citizen is ordinarily resident in Australia at a particular time is to be determined in the same manner as that question is determined under the Foreign Acquisitions and Takeovers Act 1975.\n  (9) For the purposes of Divisions 3 and 4, a reference to CSL or to a CSL subsidiary includes a reference to an administering body in relation to CSL or the CSL subsidiary.\n\n### Division 2—Requirements regarding CSL’s articles of association\n\n#### 19C CSL’s articles of association to include certain provisions\n\n  (1) The articles of association of CSL must, on and after the sale day, include the following provisions:\n    (a) a provision imposing restrictions on the counting of votes in respect of the appointment, replacement and removal of directors of CSL so as to prevent the votes attaching to all significant foreign shareholdings being counted in respect of the appointment, replacement or removal, of more than one‑third of the directors of CSL who hold office at any particular time; and\n    (b) a provision requiring the directors of CSL, for the purposes of enforcing the articles giving effect to paragraph (a), to take reasonable steps to find out whether there are significant foreign shareholdings; and\n    (c) a provision conferring the following powers on the directors of CSL to enable the directors to enforce the articles giving effect to paragraph (a):\n    (i) the power to remove or limit the right of a person to exercise voting rights attached to voting shares in CSL in respect of the appointment, replacement or removal of a director of CSL; and\n    (ii) the power to remove a director of CSL; and\n    (d) a provision requiring that the head office of CSL always be located in Australia; and\n    (e) a provision requiring that the principal facilities used by CSL and any CSL subsidiaries to produce products derived from human plasma collected from blood or plasma donated by individuals in Australia always be located in Australia; and\n    (f) a provision requiring that, at all times, at least two‑thirds of the directors of CSL be Australian citizens; and\n    (g) a provision requiring that the presiding director (however described) at a meeting of the board of directors of CSL be an Australian citizen; and\n    (h) a provision prohibiting CSL from taking any action at any time to become incorporated outside Australia.\n  (2) In this section:\n\n> significant foreign shareholding means a holding of voting shares in CSL in which a foreign person has a relevant interest, if the foreign person has relevant interests in at least 5% of the voting shares in CSL.\n\n#### 19D Inconsistent alteration to CSL’s articles of association to have no effect\n\n  (1) A special resolution of CSL that would, apart from this subsection, have the effect of altering CSL’s articles of association so that the articles would not comply with section 19C has no effect.\n  (2) A special resolution or resolution of CSL that, apart from this subsection:\n    (a) would, if acted on, result in a contravention of the mandatory articles; or\n    (b) would ratify an act or omission that contravenes the mandatory articles;\n  has no effect.\n  (3) In this section:\n\n> resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n> special resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n#### 19E CSL to maintain a register of foreign‑held voting shares\n\n  (1) CSL must on and after the sale day maintain a register of foreign‑held voting shares.\n  (2) If the Minister gives CSL a written request that CSL give to him or her the register or a copy of the register at such reasonable time and reasonable place as the Minister specifies, CSL must give the Minister the register or a copy of the register, as the case requires, in accordance with the request.\n\n#### 19F Injunctions in relation to contraventions of a mandatory article or section 19E\n\n  (1) Subsection (2) applies if CSL or any other person has engaged, is engaging or is proposing to engage in conduct constituting or that would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (2) The Court may, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, restraining CSL or the other person from engaging in the conduct and if the Court thinks it appropriate to do so, requiring CSL or the other person to do anything.\n  (3) Subsection (4) applies if CSL or any other person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing and that refusal or failure constitutes or would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (4) The Court may, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate, requiring CSL or the other person to do anything.\n  (5) The Court may discharge or vary an injunction under this section.\n\n#### 19G Consent injunctions\n\n  On an application for an injunction under subsection 19F(2) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that that subsection applies.\n\n#### 19H Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19F(2) or (4).\n\n#### 19J Factors relevant to the grant of a restraining injunction\n\n  The power of the Court to grant an injunction under subsection 19F(2) restraining CSL or any other person from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL or the other person has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person engages, or continues to engage, in conduct of that kind.\n\n#### 19K Factors relevant to the grant of a mandatory injunction\n\n  The power of the Court to require CSL or another person to do anything under subsection 19F(4) may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; and\n    (b) whether or not CSL or the other person has previously refused or failed to do that act or thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person refuses or fails to do that act or thing.\n\n#### 19L Undertaking as to damages not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19F, the Court must not require the Minister, as a condition of granting an interim injunction, to give an undertaking as to damages.\n\n#### 19M Other orders\n\n  If the Court has power under section 19F to grant an injunction restraining CSL or another person from engaging in particular conduct, or requiring CSL or another person to do anything, the Court may, as well as or instead of granting an injunction, make such other orders as it thinks appropriate against CSL or the other person or a person who was involved in the conduct.\n\n### Division 3—Prohibition on disposal etc. of the Broadmeadows facility\n\n#### 19N Declaration of Broadmeadows land\n\n  The Minister may, by notice in the Gazette, declare the whole, or any specified part of, the land located at Broadmeadows in the State of Victoria that has been transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth on or before the sale day to be the Broadmeadows land for the purposes of this Division.\n\n#### 19P Prohibition on disposal etc. of Broadmeadows facility\n\n  (1) Neither CSL nor a wholly‑owned subsidiary may:\n    (a) dispose of the whole of the Broadmeadows facility; or\n    (b) grant an interest (including a contingent interest) in the Broadmeadows facility; or\n    (c) grant a security interest in the Broadmeadows facility or any part of that facility;\n  without the written approval of the Minister.\n  (2) Subsection (1) does not prevent CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to a wholly‑owned subsidiary of CSL.\n  (3) Subsection (1) does not prevent a wholly‑owned subsidiary of CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to CSL or another wholly‑owned subsidiary of CSL.\n  (4) If a wholly‑owned subsidiary of CSL owns or has an interest (including a contingent interest) in the Broadmeadows facility, neither CSL nor a wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary may:\n    (a) dispose of any shares in the first‑mentioned subsidiary or any other wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary; or\n    (b) do anything that would cause the first‑mentioned subsidiary not to be a wholly‑owned subsidiary of CSL;\n  without the written approval of the Minister.\n  (5) The Minister’s approval under subsection (1) or (4) may be subject to conditions.\n  (6) An act or transaction after the day this section commences which involves a contravention of subsection (1) or (4) is ineffective to the extent that it involves the contravention of that subsection.\n  (7) In this section:\n\n> Broadmeadows facility means:\n\n    (a) the Broadmeadows land declared under section 19N; and\n    (b) the buildings and fixtures on that land on the day the land was transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth; and\n    (c) buildings and fixtures that are constructed on or affixed to the land after that day.\n\n> security interest means an interest in or a power over property which secures payment of a debt or any other obligation.\n\n### Division 4—Injunctions to ensure performance of plasma products contracts\n\n#### 19Q Injunction to ensure performance of plasma products contracts\n\n  (1) This section applies if the Commonwealth and CSL have entered into a contract (the contract), whether before or after the commencement of this section, in relation to the production by CSL or a CSL subsidiary of products derived from human plasma collected from blood or plasma donated by individuals in Australia.\n  (2) Subsection (1) applies to the first contract of the kind described in that subsection and to any such contract subsequently entered into by the Commonwealth and CSL.\n  (3) If CSL has engaged, is engaging, or is proposing to engage in conduct that constitutes, or would constitute, a breach of a provision of the contract, the Court must, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate:\n    (a) restraining CSL from engaging in the conduct; and\n    (b) if the Court thinks it appropriate, requiring CSL to do anything to ensure that the contract is performed by CSL.\n  (4) If CSL has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do anything that CSL is required by the contract to do, the Court must, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, requiring CSL to do that thing.\n  (5) On an application for an injunction under subsection (3), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having engaged, engaging or proposing to engage, in conduct that constitutes a breach of a provision of the contract, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (6) On an application for an injunction under subsection (4), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having refused or failed, refusing or failing, or proposing to refuse or fail, to do anything that CSL is required by the contract to do, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (7) The Court may discharge or vary an injunction under this section.\n\n#### 19R Consent injunctions\n\n  On an application for an injunction under subsection 19Q(3) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that the subsection applies.\n\n#### 19S Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19Q(3) or (4).\n\n#### 19T Factors relevant to the grant of a restraining injunction\n\n  (1) The power of the Court to grant an injunction under subsection 19Q(3) restraining CSL from engaging in conduct must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL engages, or continues to engage, in conduct of that kind; and\n    (d) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n  (2) The power of the Court to grant an injunction under subsection 19Q(5) or (6) restraining a CSL subsidiary from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not it appears to the Court that CSL intends to engage or to continue to engage in conduct that constitutes a breach of a provision of the contract; and\n    (c) whether or not the subsidiary has previously engaged in conduct of that kind; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary engages, or continues to engage, in conduct of that kind; and\n    (e) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n\n#### 19U Factors relevant to the grant of a mandatory injunction\n\n  (1) The power of the Court to require CSL to do a thing under subsection 19Q(4) must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not CSL has previously refused or failed to do that thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL refuses or fails to do that thing; and\n    (d) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n  (2) The power of the Court to require a CSL subsidiary to do a thing under subsection 19Q(5) or (6) may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do anything that CSL is required by the contract to do; and\n    (c) whether or not the subsidiary has previously refused or failed to do that thing; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary refuses or fails to do that thing; and\n    (e) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n\n#### 19V Undertakings not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19Q, the Court must not require the Minister, as a condition of granting an interim injunction, to give any undertakings, including any undertakings as to damages.\n\n#### 19W Other orders\n\n  (1) If the Court has power under subsection 19Q(3) to grant an injunction restraining CSL from engaging in particular conduct, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the conduct.\n  (2) If the Court has power under subsection 19Q(4) to grant an injunction requiring CSL to do a thing, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the refusal or failure of CSL to do the thing.\n\n### Division 5—Miscellaneous\n\n#### 19X Delegation by Minister\n\n  (1) The Minister may delegate his or her powers and functions under this Part to an SES employee or acting SES employee in the Department.\n\n#### 19Y Jurisdiction of courts\n\n  The Federal Court of Australia has jurisdiction with respect to matters arising under this Part and that jurisdiction is exclusive of the jurisdiction of all other courts, other than the jurisdiction of the High Court under section 75 of the Constitution.\n\n#### 19Z This Part to have effect despite the Corporations Act\n\n  This Part has effect despite any provision of the Corporations Act 2001.\n\n#### 19ZA Remedies under this Part to be additional remedies\n\n  The remedies conferred by this Part are in addition to any other remedies the Commonwealth would have apart from this Part.\n\n## Part 5—Staff matters\n\n#### 26 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues, at and after the transition to be employed by CSL on the terms and conditions on which he or she was employed by CSL immediately before the transition.\n\n#### 27 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, determination, award or industrial agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 26 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by CSL, it would have been necessary to take into account a period during which the staff member was employed by CSL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by CSL;\n  CSL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.\n\n#### 28 Effect of sections 26 and 27\n\n  Sections 26 and 27 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 29 Variation of terms and conditions of employment\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, determination, award or industrial agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions; or\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.\n\n## Part 6—Taxation matters\n\n#### 31 Interpretation\n\n  In this Part:\n\n> exempt matter means:\n\n    (a) a transfer of assets or liabilities under section 31A; or\n    (b) an issue of shares under subsection 9(3); or\n    (c) the reservation of name made by subsection 10(5); or\n    (d) the change of name made by subsection 11(1); or\n    (e) CSL’s registration as a company by force of this Act; or\n    (f) the operation of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990; or\n    (g) giving effect to a matter referred to in another paragraph of this definition or giving effect to the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 32 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.\n\n#### 33 Minister may certify in relation to exemptions\n\n  (1) The Minister may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified unless the contrary is established.\n\n#### 34 CSL taken to have had share capital for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, CSL shall be taken to have had, at all times before it complied with subsection 9(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.\n\n#### 35 Treatment of acquisitions of transferring assets for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 after the commencement of this Part:\n    (a) CSL is to be taken to have acquired a transferring asset on the day on which that asset was acquired by the Commonwealth; and\n    (b) CSL is to be taken to have paid or given, in relation to its acquisition of a transferring asset, the consideration paid or given by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth paid or gave the consideration; and\n    (c) CSL is to be taken to have incurred, in relation to its acquisition of a transferring asset, the liability to pay or give consideration incurred by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth incurred the liability; and\n    (d) CSL is to be taken to have incurred, in relation to a transferring asset, costs and expenditure of the kinds referred to in subsection 110‑25(3), (5) or (6) of the Income Tax Assessment Act 1997 incurred by the Commonwealth in relation to the asset and to have done so when the Commonwealth incurred the costs or expenditure.\n\n## Part 7—Miscellaneous\n\n#### 36 CSL not public authority etc.\n\n  CSL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.\n\n#### 37 Judicial notice of CSL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of CSL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies only in relation to an imprint that was affixed, or appears to have been affixed, before the transition.\n\n#### 38 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by CSL such reasonable amount of compensation as is agreed on between the person and CSL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section:\n\n> acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.\n\n#### 41 Delegations\n\n  The Minister may by signed writing delegate to an officer of the Department all or any of the powers and functions of the Minister under this Act.\n\n#### 42 Regulations\n\n  (1) The Governor‑General may make regulations not inconsistent with this Act, prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":37},{"sectionNumber":"19Q","sectionType":"section","heading":"Injunction to ensure performance of plasma products contracts","content":"#### 19Q Injunction to ensure performance of plasma products contracts\n\n  (1) This section applies if the Commonwealth and CSL have entered into a contract (the contract), whether before or after the commencement of this section, in relation to the production by CSL or a CSL subsidiary of products derived from human plasma collected from blood or plasma donated by individuals in Australia.\n  (2) Subsection (1) applies to the first contract of the kind described in that subsection and to any such contract subsequently entered into by the Commonwealth and CSL.\n  (3) If CSL has engaged, is engaging, or is proposing to engage in conduct that constitutes, or would constitute, a breach of a provision of the contract, the Court must, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate:\n    (a) restraining CSL from engaging in the conduct; and\n    (b) if the Court thinks it appropriate, requiring CSL to do anything to ensure that the contract is performed by CSL.\n  (4) If CSL has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do anything that CSL is required by the contract to do, the Court must, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, requiring CSL to do that thing.\n  (5) On an application for an injunction under subsection (3), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having engaged, engaging or proposing to engage, in conduct that constitutes a breach of a provision of the contract, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (6) On an application for an injunction under subsection (4), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having refused or failed, refusing or failing, or proposing to refuse or fail, to do anything that CSL is required by the contract to do, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (7) The Court may discharge or vary an injunction under this section.","sortOrder":38},{"sectionNumber":"19R","sectionType":"section","heading":"Consent injunctions","content":"#### 19R Consent injunctions\n\n  On an application for an injunction under subsection 19Q(3) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that the subsection applies.","sortOrder":39},{"sectionNumber":"19S","sectionType":"section","heading":"Interim injunctions","content":"#### 19S Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19Q(3) or (4).","sortOrder":40},{"sectionNumber":"19T","sectionType":"section","heading":"Factors relevant to the grant of a restraining injunction","content":"#### 19T Factors relevant to the grant of a restraining injunction\n\n  (1) The power of the Court to grant an injunction under subsection 19Q(3) restraining CSL from engaging in conduct must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL engages, or continues to engage, in conduct of that kind; and\n    (d) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n  (2) The power of the Court to grant an injunction under subsection 19Q(5) or (6) restraining a CSL subsidiary from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not it appears to the Court that CSL intends to engage or to continue to engage in conduct that constitutes a breach of a provision of the contract; and\n    (c) whether or not the subsidiary has previously engaged in conduct of that kind; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary engages, or continues to engage, in conduct of that kind; and\n    (e) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.","sortOrder":41},{"sectionNumber":"19U","sectionType":"section","heading":"Factors relevant to the grant of a mandatory injunction","content":"#### 19U Factors relevant to the grant of a mandatory injunction\n\n  (1) The power of the Court to require CSL to do a thing under subsection 19Q(4) must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not CSL has previously refused or failed to do that thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL refuses or fails to do that thing; and\n    (d) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n  (2) The power of the Court to require a CSL subsidiary to do a thing under subsection 19Q(5) or (6) may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do anything that CSL is required by the contract to do; and\n    (c) whether or not the subsidiary has previously refused or failed to do that thing; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary refuses or fails to do that thing; and\n    (e) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.","sortOrder":42},{"sectionNumber":"19V","sectionType":"section","heading":"Undertakings not required","content":"#### 19V Undertakings not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19Q, the Court must not require the Minister, as a condition of granting an interim injunction, to give any undertakings, including any undertakings as to damages.","sortOrder":43},{"sectionNumber":"19W","sectionType":"section","heading":"Other orders","content":"#### 19W Other orders\n\n  (1) If the Court has power under subsection 19Q(3) to grant an injunction restraining CSL from engaging in particular conduct, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the conduct.\n  (2) If the Court has power under subsection 19Q(4) to grant an injunction requiring CSL to do a thing, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the refusal or failure of CSL to do the thing.","sortOrder":44},{"sectionNumber":"Division 5","sectionType":"division","heading":"Miscellaneous","content":"An Act relating to the constitution of CSL as a public company, and for other purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Commonwealth Serum Laboratories Act 1961.\n\n#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.\n\n#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> CSL means the body corporate that, at the commencement of this section, exists, because of this Act, under the name “Commonwealth Serum Laboratories Commission”.\n\n> employment, in relation to a staff member, means employment by, or service with, CSL.\n\n> member, in relation to CSL at any time before the transition, includes a Commissioner and the Managing Director.\n\n> memorandum means memorandum of association.\n\n> share, in relation to CSL, means a share in the share capital of CSL.\n\n> staff member means a person who, immediately before the transition is:\n\n    (a) the Managing Director of CSL; or\n    (b) an officer or employee of CSL.\n\n> subsidiary has the meaning given by section 5.\n\n> transferring asset means an asset to which a determination under paragraph 31A(1)(a) applies.\n\n> transferring liability means a liability to which a determination under paragraph 31A(1)(b) applies.\n\n> transition means the commencement of Part 3, being the Part inserted by section 13 of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> wholly‑owned subsidiary, in relation to CSL, means a body corporate:\n\n    (a) that is a subsidiary of CSL; and\n    (b) none of whose members is a person other than:\n    (i) CSL; or\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of CSL; or\n    (iii) a nominee of CSL or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) CSL; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).\n\n#### 5 Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same way as the question whether a corporation is a subsidiary of another corporation is determined under the Corporations Act 2001.\n\n#### 6 Operation of Act\n\n  This Act applies both within and outside Australia.\n\n#### 7 Extension to external Territories\n\n  This Act extends to all external Territories.\n\n## Part 2—Creation of capital structure and other steps prior to conversion of CSL into a public company\n\n#### 8 Share capital of CSL\n\n  (1) As from the commencement of this Part, CSL is to have an authorised and issued share capital.\n  (2) The amount of the issued share capital must be equal to the amount that subsection 9(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital must be divided into shares of $1 each.\n  (4) The share capital may be divided into classes of shares.\n  (5) As from the transition, this section has effect subject to the Corporations Act 2001.\n\n#### 9 Issue of shares in CSL\n\n  (1) As soon as practicable after the commencement of this Part, CSL must apply the capital that it has at that commencement in paying up, in full, shares in CSL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), CSL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) The issue of shares under subsection (3) discharges in full CSL’s obligations to repay the capital to the Commonwealth.\n  (6) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (5).\n  (7) A person is not a member of CSL at any time before the transition merely because the person holds shares in CSL.\n\n#### 10 CSL to apply to be registered as company etc.\n\n  (1) CSL must, before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Serum Laboratories Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for CSL; and\n    (d) if the rights attached to shares included in a class of shares under subsection 9(4) are not provided for in the memorandum or articles, lodge with the National Companies and Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) CSL is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Serum Laboratories Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n#### 11 New name of CSL\n\n  (1) On the day immediately before the transition, CSL’s name is, by force of this subsection, changed to “Commonwealth Serum Laboratories Limited”.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) CSL was a company, within the meaning of that Act, when the change was made; and\n    (b) the change was made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) CSL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.\n\n## Part 3—Conversion of CSL into a public company\n\n#### 12 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) CSL is a company registered under the Companies Act 1981; and\n    (b) CSL’s name is “Commonwealth Serum Laboratories Limited”; and\n    (c) CSL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to CSL.\n\n#### 13 CSL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 10(1)(a) and to register CSL as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the commencement of this Part; and\n    (c) to have so registered CSL, at the commencement of this Part:\n    (i) by the name “Commonwealth Serum Laboratories Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Serum Laboratories Limited” in relation to CSL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of CSL’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, CSL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.\n\n#### 14 Memorandum and Articles of CSL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 10(1)(c):\n    (a) are respectively the memorandum, and the articles, of CSL; and\n    (b) bind CSL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to CSL’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 15 Membership of CSL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of CSL, ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in CSL at the commencement of this Part becomes, by force of this subsection, a member of CSL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of CSL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of CSL under CSL’s memorandum and articles.\n\n#### 16 Past members\n\n  For the purposes of Division 2 of Part 5.6 of the Corporations Act 2001, a person is not a past member of CSL merely because he or she was a member of the CSL Commission, or acted as a member of the Commission, before the commencement of this Part.\n\n#### 19 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to CSL.\n\n## Part 3A—National interest restrictions on CSL Limited\n\n### Division 1—Purpose and interpretation\n\n#### 19A Purpose\n\n  The purpose of this Part is to:\n    (a) provide for certain matters which affect the national interest in relation to the operations of CSL; and\n    (b) provide remedies in relation to some of those matters.\n\n#### 19B Interpretation\n\n  (1) In this Part, unless the contrary intention appears:\n\n> administering body, in relation to a CSL body, means:\n\n    (a) a liquidator or provisional liquidator of the CSL body; or\n    (b) a receiver, receiver and manager, or other controller, of property of the CSL body; or\n    (c) an administrator of the CSL body; or\n    (d) an administrator of a deed of company arrangement executed by the CSL body; or\n    (e) an administrator (if any) of a compromise or arrangement entered into by the CSL body;\n  under the Corporations Act 2001.\n\n> associate, in relation to a person, has the meaning it would have under Division 2 of Part 1.2 of the Corporations Act 2001 as in force on the commencement of that Act if that Division as so in force were, subject to the following modifications, still in force:\n\n    (a) section 12 of that Act as then in force were modified by omitting paragraphs (1)(b) and (c) and substituting the following word and paragraph:\n    “or (b) whether the primary person is in a position to exercise certain powers in relation to a body corporate;”; and\n    (b) sections 13 and 14 of that Act as then in force were disregarded.\n\n> Australian body corporate means a body corporate that:\n\n    (a) is incorporated by or under a law of the Commonwealth or of a State or Territory; and\n    (b) is substantially owned and, in the opinion of the directors of CSL at the time the matter is considered, effectively controlled by persons who are:\n    (i) Australian individuals; or\n    (ii) Australian government bodies; or\n    (iii) bodies corporate that have been determined to be Australian bodies corporate under a previous application of this definition; or\n    (iv) Australian fund managers.\n\n> Australian fund manager means the trustee or manager of a fund in which the total interests of Australian individuals, Australian government bodies and Australian bodies corporate represent at least 60% of the total interests in the fund.\n\n> Australian government body means:\n\n    (a) the Commonwealth, a State or a Territory; or\n    (b) a Commonwealth, State or Territory authority; or\n    (c) a local government body (whether incorporated or not) formed by or under a law of a State or a Territory; or\n    (d) a person who is a nominee of a body mentioned in paragraph (a), (b) or (c).\n\n> Australian individual means an individual who is an Australian citizen or is ordinarily resident in Australia.\n\n> Australian person means:\n\n    (a) an Australian individual; or\n    (b) an Australian government body; or\n    (c) an Australian body corporate; or\n    (d) an Australian fund manager.\n\n> Court means the Federal Court of Australia.\n\n> CSL means the body corporate known before the sale day as CSL Limited by whatever name called, and in whatever form that body corporate takes, from time to time.\n\n> CSL body means CSL or a CSL subsidiary.\n\n> CSL subsidiary means a body corporate that is a subsidiary of CSL.\n\n> foreign‑held voting shares means:\n\n    (a) voting shares that are acknowledged in writing by the registered owner of those shares to be shares in which a foreign person has a relevant interest; or\n    (b) voting shares that the directors of CSL have, after reasonable inquiries, declared to be shares in which a foreign person has a relevant interest.\n\n> foreign person means a person who is not an Australian person.\n\n> head office, in relation to CSL, means the place of business of CSL where central management and control are exercised.\n\n> mandatory article means a provision included in CSL’s articles of association in accordance with section 19C.\n\n> registered owner, in relation to a share, means the person who appears in the register of members as the holder of the shares.\n\n> register of members has the same meaning as in the Corporations Act 2001.\n\n> sale day has the same meaning as in the CSL Sale Act 1993.\n\n> share, in relation to a body corporate, means a share in the body corporate’s share capital.\n\n> voting share has the same meaning as in the Corporations Act 2001.\n\n  (2) For the purposes of this Part, a body corporate is substantially owned by:\n    (a) Australian individuals; or\n    (b) Australian government bodies; or\n    (c) bodies corporate that have been determined to be Australian bodies corporate under a previous application of the definition of Australian body corporate in subsection (1); or\n    (d) Australian fund managers;\n  if and only if the total value of shares in the body corporate in which persons other than persons mentioned in paragraphs (a) to (d) have relevant interests represents less than 40% of the total value of the issued share capital of the body corporate.\n  (3) For the purposes of this Part, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share for the purposes of the Corporations Act 2001 if paragraph 608(3)(a) of that Act were disregarded.\n  (4) Subject to subsection (5), the directors of CSL must form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is not effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if any of the circumstances set out in subsection (6) apply in relation to the body corporate.\n  (5) The directors of CSL may form the opinion for the purposes of the definition of Australian body corporate in subsection (1) that a particular body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers if, in spite of any of the circumstances set out in subsection (6), the directors are satisfied, on reasonable grounds, that the body corporate is effectively controlled by persons who are Australian individuals, Australian government bodies, Australian bodies corporate or Australian fund managers.\n  (6) The circumstances are as follows:\n    (a) a single foreign person has relevant interests in at least 15% of the voting shares of the body corporate;\n    (b) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise (whether directly or indirectly) control over a significant proportion of the operations of the body corporate;\n    (c) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to veto any significant action taken by the board of directors of the body corporate;\n    (d) foreign persons, either alone or together with associates of the foreign persons, are in a position (whether directly or indirectly) to appoint, to secure the appointment or veto the appointment of at least half of the board of directors of the body corporate;\n    (e) foreign persons, either alone or together with associates of the foreign persons, are in a position to exercise in any manner (whether directly or indirectly), direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n    (f) the body corporate or at least 50% of its directors:\n    (i) act or are accustomed to act; or\n    (ii) under a contract, or an arrangement or understanding (whether formal or informal), are intended or expected to act;\n    in accordance with the directions, instructions or wishes of foreign persons, either alone or together with associates of the foreign persons, either generally or in relation to the body corporate’s dealings with CSL or with shares in CSL.\n  (7) An employee of a body corporate is not to be regarded for the purposes of subsection (6) as being in a position to:\n    (a) exercise control over a significant proportion of the operations of the body corporate; or\n    (b) exercise direction or restraint over any substantial issue affecting the management or affairs of the body corporate;\n  purely because he or she is an employee of the body corporate.\n  (8) For the purposes of this Part, the question whether a person who is not an Australian citizen is ordinarily resident in Australia at a particular time is to be determined in the same manner as that question is determined under the Foreign Acquisitions and Takeovers Act 1975.\n  (9) For the purposes of Divisions 3 and 4, a reference to CSL or to a CSL subsidiary includes a reference to an administering body in relation to CSL or the CSL subsidiary.\n\n### Division 2—Requirements regarding CSL’s articles of association\n\n#### 19C CSL’s articles of association to include certain provisions\n\n  (1) The articles of association of CSL must, on and after the sale day, include the following provisions:\n    (a) a provision imposing restrictions on the counting of votes in respect of the appointment, replacement and removal of directors of CSL so as to prevent the votes attaching to all significant foreign shareholdings being counted in respect of the appointment, replacement or removal, of more than one‑third of the directors of CSL who hold office at any particular time; and\n    (b) a provision requiring the directors of CSL, for the purposes of enforcing the articles giving effect to paragraph (a), to take reasonable steps to find out whether there are significant foreign shareholdings; and\n    (c) a provision conferring the following powers on the directors of CSL to enable the directors to enforce the articles giving effect to paragraph (a):\n    (i) the power to remove or limit the right of a person to exercise voting rights attached to voting shares in CSL in respect of the appointment, replacement or removal of a director of CSL; and\n    (ii) the power to remove a director of CSL; and\n    (d) a provision requiring that the head office of CSL always be located in Australia; and\n    (e) a provision requiring that the principal facilities used by CSL and any CSL subsidiaries to produce products derived from human plasma collected from blood or plasma donated by individuals in Australia always be located in Australia; and\n    (f) a provision requiring that, at all times, at least two‑thirds of the directors of CSL be Australian citizens; and\n    (g) a provision requiring that the presiding director (however described) at a meeting of the board of directors of CSL be an Australian citizen; and\n    (h) a provision prohibiting CSL from taking any action at any time to become incorporated outside Australia.\n  (2) In this section:\n\n> significant foreign shareholding means a holding of voting shares in CSL in which a foreign person has a relevant interest, if the foreign person has relevant interests in at least 5% of the voting shares in CSL.\n\n#### 19D Inconsistent alteration to CSL’s articles of association to have no effect\n\n  (1) A special resolution of CSL that would, apart from this subsection, have the effect of altering CSL’s articles of association so that the articles would not comply with section 19C has no effect.\n  (2) A special resolution or resolution of CSL that, apart from this subsection:\n    (a) would, if acted on, result in a contravention of the mandatory articles; or\n    (b) would ratify an act or omission that contravenes the mandatory articles;\n  has no effect.\n  (3) In this section:\n\n> resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n> special resolution has the same meaning as in section 9 of the Corporations Act 2001.\n\n#### 19E CSL to maintain a register of foreign‑held voting shares\n\n  (1) CSL must on and after the sale day maintain a register of foreign‑held voting shares.\n  (2) If the Minister gives CSL a written request that CSL give to him or her the register or a copy of the register at such reasonable time and reasonable place as the Minister specifies, CSL must give the Minister the register or a copy of the register, as the case requires, in accordance with the request.\n\n#### 19F Injunctions in relation to contraventions of a mandatory article or section 19E\n\n  (1) Subsection (2) applies if CSL or any other person has engaged, is engaging or is proposing to engage in conduct constituting or that would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (2) The Court may, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, restraining CSL or the other person from engaging in the conduct and if the Court thinks it appropriate to do so, requiring CSL or the other person to do anything.\n  (3) Subsection (4) applies if CSL or any other person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing and that refusal or failure constitutes or would constitute:\n    (a) a contravention of a mandatory article or section 19E; or\n    (b) attempting to contravene a mandatory article or section 19E; or\n    (c) aiding, abetting, counselling or procuring a person to contravene a mandatory article or section 19E; or\n    (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene a mandatory article or section 19E; or\n    (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of a mandatory article or section 19E; or\n    (f) conspiring with others to contravene a mandatory article or section 19E.\n  (4) The Court may, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate, requiring CSL or the other person to do anything.\n  (5) The Court may discharge or vary an injunction under this section.\n\n#### 19G Consent injunctions\n\n  On an application for an injunction under subsection 19F(2) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that that subsection applies.\n\n#### 19H Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19F(2) or (4).\n\n#### 19J Factors relevant to the grant of a restraining injunction\n\n  The power of the Court to grant an injunction under subsection 19F(2) restraining CSL or any other person from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL or the other person has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person engages, or continues to engage, in conduct of that kind.\n\n#### 19K Factors relevant to the grant of a mandatory injunction\n\n  The power of the Court to require CSL or another person to do anything under subsection 19F(4) may be exercised:\n    (a) whether or not it appears to the Court that CSL or the other person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; and\n    (b) whether or not CSL or the other person has previously refused or failed to do that act or thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL or the other person refuses or fails to do that act or thing.\n\n#### 19L Undertaking as to damages not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19F, the Court must not require the Minister, as a condition of granting an interim injunction, to give an undertaking as to damages.\n\n#### 19M Other orders\n\n  If the Court has power under section 19F to grant an injunction restraining CSL or another person from engaging in particular conduct, or requiring CSL or another person to do anything, the Court may, as well as or instead of granting an injunction, make such other orders as it thinks appropriate against CSL or the other person or a person who was involved in the conduct.\n\n### Division 3—Prohibition on disposal etc. of the Broadmeadows facility\n\n#### 19N Declaration of Broadmeadows land\n\n  The Minister may, by notice in the Gazette, declare the whole, or any specified part of, the land located at Broadmeadows in the State of Victoria that has been transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth on or before the sale day to be the Broadmeadows land for the purposes of this Division.\n\n#### 19P Prohibition on disposal etc. of Broadmeadows facility\n\n  (1) Neither CSL nor a wholly‑owned subsidiary may:\n    (a) dispose of the whole of the Broadmeadows facility; or\n    (b) grant an interest (including a contingent interest) in the Broadmeadows facility; or\n    (c) grant a security interest in the Broadmeadows facility or any part of that facility;\n  without the written approval of the Minister.\n  (2) Subsection (1) does not prevent CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to a wholly‑owned subsidiary of CSL.\n  (3) Subsection (1) does not prevent a wholly‑owned subsidiary of CSL disposing of the facility, or granting an interest (including a contingent interest) in the facility, to CSL or another wholly‑owned subsidiary of CSL.\n  (4) If a wholly‑owned subsidiary of CSL owns or has an interest (including a contingent interest) in the Broadmeadows facility, neither CSL nor a wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary may:\n    (a) dispose of any shares in the first‑mentioned subsidiary or any other wholly‑owned subsidiary of CSL that directly or indirectly owns the first‑mentioned subsidiary; or\n    (b) do anything that would cause the first‑mentioned subsidiary not to be a wholly‑owned subsidiary of CSL;\n  without the written approval of the Minister.\n  (5) The Minister’s approval under subsection (1) or (4) may be subject to conditions.\n  (6) An act or transaction after the day this section commences which involves a contravention of subsection (1) or (4) is ineffective to the extent that it involves the contravention of that subsection.\n  (7) In this section:\n\n> Broadmeadows facility means:\n\n    (a) the Broadmeadows land declared under section 19N; and\n    (b) the buildings and fixtures on that land on the day the land was transferred to CSL or a wholly‑owned subsidiary of CSL by the Commonwealth; and\n    (c) buildings and fixtures that are constructed on or affixed to the land after that day.\n\n> security interest means an interest in or a power over property which secures payment of a debt or any other obligation.\n\n### Division 4—Injunctions to ensure performance of plasma products contracts\n\n#### 19Q Injunction to ensure performance of plasma products contracts\n\n  (1) This section applies if the Commonwealth and CSL have entered into a contract (the contract), whether before or after the commencement of this section, in relation to the production by CSL or a CSL subsidiary of products derived from human plasma collected from blood or plasma donated by individuals in Australia.\n  (2) Subsection (1) applies to the first contract of the kind described in that subsection and to any such contract subsequently entered into by the Commonwealth and CSL.\n  (3) If CSL has engaged, is engaging, or is proposing to engage in conduct that constitutes, or would constitute, a breach of a provision of the contract, the Court must, on the application of the Minister, grant an injunction on such terms as the Court thinks appropriate:\n    (a) restraining CSL from engaging in the conduct; and\n    (b) if the Court thinks it appropriate, requiring CSL to do anything to ensure that the contract is performed by CSL.\n  (4) If CSL has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do anything that CSL is required by the contract to do, the Court must, on the application of the Minister, grant an injunction, on such terms as the Court thinks appropriate, requiring CSL to do that thing.\n  (5) On an application for an injunction under subsection (3), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having engaged, engaging or proposing to engage, in conduct that constitutes a breach of a provision of the contract, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (6) On an application for an injunction under subsection (4), the Court may, if the Court thinks a CSL subsidiary has caused or contributed to CSL having refused or failed, refusing or failing, or proposing to refuse or fail, to do anything that CSL is required by the contract to do, make such orders (including granting an injunction) as it thinks appropriate against the CSL subsidiary.\n  (7) The Court may discharge or vary an injunction under this section.\n\n#### 19R Consent injunctions\n\n  On an application for an injunction under subsection 19Q(3) or (4), the Court may, if the Court thinks it appropriate, grant an injunction by consent of all parties to the proceeding, whether or not the Court is satisfied that the subsection applies.\n\n#### 19S Interim injunctions\n\n  If the Court thinks it appropriate to do so, the Court may grant an interim injunction pending determination of an application under subsection 19Q(3) or (4).\n\n#### 19T Factors relevant to the grant of a restraining injunction\n\n  (1) The power of the Court to grant an injunction under subsection 19Q(3) restraining CSL from engaging in conduct must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not CSL has previously engaged in conduct of that kind; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL engages, or continues to engage, in conduct of that kind; and\n    (d) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n  (2) The power of the Court to grant an injunction under subsection 19Q(5) or (6) restraining a CSL subsidiary from engaging in conduct may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to engage again, or to continue to engage, in conduct of that kind; and\n    (b) whether or not it appears to the Court that CSL intends to engage or to continue to engage in conduct that constitutes a breach of a provision of the contract; and\n    (c) whether or not the subsidiary has previously engaged in conduct of that kind; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary engages, or continues to engage, in conduct of that kind; and\n    (e) whether or not the Commonwealth has or may have any other remedy available to it in relation to the conduct.\n\n#### 19U Factors relevant to the grant of a mandatory injunction\n\n  (1) The power of the Court to require CSL to do a thing under subsection 19Q(4) must be exercised:\n    (a) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not CSL has previously refused or failed to do that thing; and\n    (c) whether or not there is an imminent danger of substantial damage to any person if CSL refuses or fails to do that thing; and\n    (d) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n  (2) The power of the Court to require a CSL subsidiary to do a thing under subsection 19Q(5) or (6) may be exercised:\n    (a) whether or not it appears to the Court that the subsidiary intends to refuse or fail again, or to continue to refuse or fail, to do that thing; and\n    (b) whether or not it appears to the Court that CSL intends to refuse or fail again, or to continue to refuse or fail, to do anything that CSL is required by the contract to do; and\n    (c) whether or not the subsidiary has previously refused or failed to do that thing; and\n    (d) whether or not there is an imminent danger of substantial damage to any person if the subsidiary refuses or fails to do that thing; and\n    (e) whether or not the Commonwealth or another person has or may have any other remedy available to it in relation to the refusal or failure to do that thing.\n\n#### 19V Undertakings not required\n\n  If the Minister applies to the Court for the grant of an injunction under section 19Q, the Court must not require the Minister, as a condition of granting an interim injunction, to give any undertakings, including any undertakings as to damages.\n\n#### 19W Other orders\n\n  (1) If the Court has power under subsection 19Q(3) to grant an injunction restraining CSL from engaging in particular conduct, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the conduct.\n  (2) If the Court has power under subsection 19Q(4) to grant an injunction requiring CSL to do a thing, the Court may, as well as granting an injunction, make such orders as it thinks appropriate against CSL or any other CSL body involved in the refusal or failure of CSL to do the thing.\n\n### Division 5—Miscellaneous\n\n#### 19X Delegation by Minister\n\n  (1) The Minister may delegate his or her powers and functions under this Part to an SES employee or acting SES employee in the Department.\n\n#### 19Y Jurisdiction of courts\n\n  The Federal Court of Australia has jurisdiction with respect to matters arising under this Part and that jurisdiction is exclusive of the jurisdiction of all other courts, other than the jurisdiction of the High Court under section 75 of the Constitution.\n\n#### 19Z This Part to have effect despite the Corporations Act\n\n  This Part has effect despite any provision of the Corporations Act 2001.\n\n#### 19ZA Remedies under this Part to be additional remedies\n\n  The remedies conferred by this Part are in addition to any other remedies the Commonwealth would have apart from this Part.\n\n## Part 5—Staff matters\n\n#### 26 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues, at and after the transition to be employed by CSL on the terms and conditions on which he or she was employed by CSL immediately before the transition.\n\n#### 27 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, determination, award or industrial agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 26 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by CSL, it would have been necessary to take into account a period during which the staff member was employed by CSL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by CSL;\n  CSL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.\n\n#### 28 Effect of sections 26 and 27\n\n  Sections 26 and 27 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 29 Variation of terms and conditions of employment\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, determination, award or industrial agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions; or\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.\n\n## Part 6—Taxation matters\n\n#### 31 Interpretation\n\n  In this Part:\n\n> exempt matter means:\n\n    (a) a transfer of assets or liabilities under section 31A; or\n    (b) an issue of shares under subsection 9(3); or\n    (c) the reservation of name made by subsection 10(5); or\n    (d) the change of name made by subsection 11(1); or\n    (e) CSL’s registration as a company by force of this Act; or\n    (f) the operation of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990; or\n    (g) giving effect to a matter referred to in another paragraph of this definition or giving effect to the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 32 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.\n\n#### 33 Minister may certify in relation to exemptions\n\n  (1) The Minister may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified unless the contrary is established.\n\n#### 34 CSL taken to have had share capital for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, CSL shall be taken to have had, at all times before it complied with subsection 9(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.\n\n#### 35 Treatment of acquisitions of transferring assets for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 after the commencement of this Part:\n    (a) CSL is to be taken to have acquired a transferring asset on the day on which that asset was acquired by the Commonwealth; and\n    (b) CSL is to be taken to have paid or given, in relation to its acquisition of a transferring asset, the consideration paid or given by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth paid or gave the consideration; and\n    (c) CSL is to be taken to have incurred, in relation to its acquisition of a transferring asset, the liability to pay or give consideration incurred by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth incurred the liability; and\n    (d) CSL is to be taken to have incurred, in relation to a transferring asset, costs and expenditure of the kinds referred to in subsection 110‑25(3), (5) or (6) of the Income Tax Assessment Act 1997 incurred by the Commonwealth in relation to the asset and to have done so when the Commonwealth incurred the costs or expenditure.\n\n## Part 7—Miscellaneous\n\n#### 36 CSL not public authority etc.\n\n  CSL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.\n\n#### 37 Judicial notice of CSL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of CSL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies only in relation to an imprint that was affixed, or appears to have been affixed, before the transition.\n\n#### 38 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by CSL such reasonable amount of compensation as is agreed on between the person and CSL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section:\n\n> acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.\n\n#### 41 Delegations\n\n  The Minister may by signed writing delegate to an officer of the Department all or any of the powers and functions of the Minister under this Act.\n\n#### 42 Regulations\n\n  (1) The Governor‑General may make regulations not inconsistent with this Act, prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":45},{"sectionNumber":"19X","sectionType":"section","heading":"Delegation by Minister","content":"#### 19X Delegation by Minister\n\n  (1) The Minister may delegate his or her powers and functions under this Part to an SES employee or acting SES employee in the Department.","sortOrder":46},{"sectionNumber":"19Y","sectionType":"section","heading":"Jurisdiction of courts","content":"#### 19Y Jurisdiction of courts\n\n  The Federal Court of Australia has jurisdiction with respect to matters arising under this Part and that jurisdiction is exclusive of the jurisdiction of all other courts, other than the jurisdiction of the High Court under section 75 of the Constitution.","sortOrder":47},{"sectionNumber":"19Z","sectionType":"section","heading":"This Part to have effect despite the Corporations Act","content":"#### 19Z This Part to have effect despite the Corporations Act\n\n  This Part has effect despite any provision of the Corporations Act 2001.","sortOrder":48},{"sectionNumber":"19ZA","sectionType":"section","heading":"Remedies under this Part to be additional remedies","content":"#### 19ZA Remedies under this Part to be additional remedies\n\n  The remedies conferred by this Part are in addition to any other remedies the Commonwealth would have apart from this Part.","sortOrder":49},{"sectionNumber":"Part 5","sectionType":"part","heading":"Staff matters","content":"## Part 5—Staff matters","sortOrder":50},{"sectionNumber":"26","sectionType":"section","heading":"Employment of staff members continues after transition","content":"#### 26 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues, at and after the transition to be employed by CSL on the terms and conditions on which he or she was employed by CSL immediately before the transition.","sortOrder":51},{"sectionNumber":"27","sectionType":"section","heading":"Act not to affect certain matters relating to staff members","content":"#### 27 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, determination, award or industrial agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 26 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by CSL, it would have been necessary to take into account a period during which the staff member was employed by CSL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by CSL;\n  CSL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.","sortOrder":52},{"sectionNumber":"28","sectionType":"section","heading":"Effect of sections 26 and 27","content":"#### 28 Effect of sections 26 and 27\n\n  Sections 26 and 27 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.","sortOrder":53},{"sectionNumber":"29","sectionType":"section","heading":"Variation of terms and conditions of employment","content":"#### 29 Variation of terms and conditions of employment\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, determination, award or industrial agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions; or\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.","sortOrder":54},{"sectionNumber":"Part 6","sectionType":"part","heading":"Taxation matters","content":"## Part 6—Taxation matters","sortOrder":55},{"sectionNumber":"31","sectionType":"section","heading":"Interpretation","content":"#### 31 Interpretation\n\n  In this Part:\n\n> exempt matter means:\n\n    (a) a transfer of assets or liabilities under section 31A; or\n    (b) an issue of shares under subsection 9(3); or\n    (c) the reservation of name made by subsection 10(5); or\n    (d) the change of name made by subsection 11(1); or\n    (e) CSL’s registration as a company by force of this Act; or\n    (f) the operation of the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990; or\n    (g) giving effect to a matter referred to in another paragraph of this definition or giving effect to the Commonwealth Serum Laboratories (Conversion into Public Company) Act 1990.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.","sortOrder":56},{"sectionNumber":"32","sectionType":"section","heading":"Exemptions relating to exempt matters","content":"#### 32 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.","sortOrder":57},{"sectionNumber":"33","sectionType":"section","heading":"Minister may certify in relation to exemptions","content":"#### 33 Minister may certify in relation to exemptions\n\n  (1) The Minister may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified unless the contrary is established.","sortOrder":58},{"sectionNumber":"34","sectionType":"section","heading":"CSL taken to have had share capital for purposes of Income Tax Assessment Act","content":"#### 34 CSL taken to have had share capital for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, CSL shall be taken to have had, at all times before it complied with subsection 9(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.","sortOrder":59},{"sectionNumber":"35","sectionType":"section","heading":"Treatment of acquisitions of transferring assets for purposes of Income Tax Assessment Act","content":"#### 35 Treatment of acquisitions of transferring assets for purposes of Income Tax Assessment Act\n\n  For the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 after the commencement of this Part:\n    (a) CSL is to be taken to have acquired a transferring asset on the day on which that asset was acquired by the Commonwealth; and\n    (b) CSL is to be taken to have paid or given, in relation to its acquisition of a transferring asset, the consideration paid or given by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth paid or gave the consideration; and\n    (c) CSL is to be taken to have incurred, in relation to its acquisition of a transferring asset, the liability to pay or give consideration incurred by the Commonwealth in relation to the acquisition of that asset by the Commonwealth and to have done so when the Commonwealth incurred the liability; and\n    (d) CSL is to be taken to have incurred, in relation to a transferring asset, costs and expenditure of the kinds referred to in subsection 110‑25(3), (5) or (6) of the Income Tax Assessment Act 1997 incurred by the Commonwealth in relation to the asset and to have done so when the Commonwealth incurred the costs or expenditure.","sortOrder":60},{"sectionNumber":"Part 7","sectionType":"part","heading":"Miscellaneous","content":"## Part 7—Miscellaneous","sortOrder":61},{"sectionNumber":"36","sectionType":"section","heading":"CSL not public authority etc.","content":"#### 36 CSL not public authority etc.\n\n  CSL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.","sortOrder":62},{"sectionNumber":"37","sectionType":"section","heading":"Judicial notice of CSL’s seal","content":"#### 37 Judicial notice of CSL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of CSL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies only in relation to an imprint that was affixed, or appears to have been affixed, before the transition.","sortOrder":63},{"sectionNumber":"38","sectionType":"section","heading":"Compensation for acquisition of property","content":"#### 38 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by CSL such reasonable amount of compensation as is agreed on between the person and CSL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section:\n\n> acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.","sortOrder":64},{"sectionNumber":"41","sectionType":"section","heading":"Delegations","content":"#### 41 Delegations\n\n  The Minister may by signed writing delegate to an officer of the Department all or any of the powers and functions of the Minister under this Act.","sortOrder":65},{"sectionNumber":"42","sectionType":"section","heading":"Regulations","content":"#### 42 Regulations\n\n  (1) The Governor‑General may make regulations not inconsistent with this Act, prescribing matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":66}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"flash_summary":{"complexity_score":8,"scope_assessment":{"changed":true,"description":"Yes. The original mechanical purpose — to convert CSL into a public company and preserve staff and tax positions on conversion (ss 8–16, 26–29, 31–35) — has been expanded by later insertions (notably Part 3A). The Act now goes beyond conversion and transitional technicalities to impose ongoing operational and governance controls in the name of \"national interest\": mandatory constitutional (articles) provisions for CSL (s 19C), Ministerial approval rights over disposal of a specific facility (Broadmeadows; ss 19N–19P), a statutory register of foreign‑held voting shares with Ministerial inspection (s 19E), and statutory injunctive remedies enabling the Minister to compel or restrain CSL and its subsidiaries (ss 19F–19W). These additions create an enduring regulatory regime that constrains ownership, director composition, location of head office and production facilities, and certain disposals — a significant broadening from a simple corporatisation and transition statute to a sector‑specific national‑interest control framework."},"complexity_factors":["Multiple substantive Parts with different legal effects: corporatisation (Parts 2–3), national‑interest restrictions including mandatory constitutional provisions (Part 3A), staff transition (Part 5), taxation exemptions (Part 6), and miscellaneous transitional provisions (Part 7).","About 25–30 defined terms concentrated in s 3 and s 19B (wide interpretive reach — e.g. 'Australian body corporate', 'foreign‑held voting shares', 'wholly‑owned subsidiary', 'associate').","Extensive cross‑references to other statutes and instruments: Companies Act 1981, Corporations Act 2001, Income Tax Assessment Acts (1936 & 1997), Foreign Acquisitions and Takeovers Act 1975, and the CSL Sale Act 1993 (multiple sections).","Nested conditional rules and exceptions (e.g. directors form opinions under modified tests; directors may nevertheless reach a contrary view on reasonable grounds — s 19B(4)–(6)).","Hard‑to‑vary constitution: special resolutions inconsistent with mandatory articles have no effect (s 19D) — an exception to ordinary corporate amendment processes.","Multiple enforcement paths with different procedural rules: ministerial certification (s 33), ministerial approvals (s 19P), mandatory register disclosure (s 19E), and federal injunctive remedies with lowered procedural barriers for the Minister (ss 19F–19M, 19L, 19V).","Overriding operation clause: this Part takes effect despite the Corporations Act (s 19Z), producing tension with the mainstream corporate regime and raising interpretation complexity.","Tax treatment complexities: exemptions from multiple levels of taxes (Commonwealth and State/Territory), ministerial certificates conclusive unless disproved (ss 31–33).","Interplay between directors' duties, ministerial discretion and court discretion — multiple decision‑makers with overlapping control points.","Many conditional prohibitions with efficacy clauses (e.g. contravening acts are \"ineffective to the extent\" they contravene — s 19P(6)), complicating property and securities law analysis."],"plain_english_summary":"**What this law does (short version)**\n\n- Converts Commonwealth Serum Laboratories (CSL) from a Commonwealth commission into a public, share‑capital company called \"Commonwealth Serum Laboratories Limited\" and gives effect to the company registration mechanics (Parts 2–3; ss 8–16, 34–35).\n- Creates a package of \"national interest\" rules that restrict certain corporate actions by CSL and its subsidiaries, limit foreign influence over board composition and voting on director appointments, require Australian location of head office and key plasma‑processing facilities, and give the Minister and the Federal Court powers to enforce those rules (Part 3A; ss 19A–19ZA, esp. ss 19B, 19C, 19E–19Q, 19P).\n- Preserves staff employment arrangements through the conversion and protects accrued staff rights (Part 5; ss 26–29).\n- Provides tax and stamp‑duty exemptions and related certification powers for the conversion steps and related transactions (Part 6; ss 31–35).\n- Includes transitional and miscellaneous provisions (e.g. CSL is not, post‑conversion, to be treated as a public authority for ordinary law unless expressly stated; ss 36–38, 41–42).\n\n**Who is affected**\n\n- CSL and any CSL subsidiaries (the primary regulated entity).\n- CSL directors and members (shareholders) — composition and voting on director appointments are constrained (ss 19C(1)(a), 19C(1)(f)).\n- Foreign persons and foreign shareholders — the Act defines and limits the influence of foreign persons and requires CSL to keep a register of foreign‑held voting shares (ss 19B(1), 19E).\n- The Commonwealth Minister — given inspection, approval and enforcement powers (ss 19E(2), 19P(1), 19F/19Q injunction powers through the Court on the Minister's application).\n- CSL staff — retained on existing terms through the transition and protected for accrued entitlements (ss 26–29).\n- Third parties who contract with CSL on plasma products — the Commonwealth has a statutory route to compel performance of specified contracts (ss 19Q–19W).\n\n**Why it matters (mechanics and consequences)**\n\n- Change of form: the Act turns a government commission into a corporatised public company and treats a range of conversion acts as \"exempt matters\" for tax and stamp duty (ss 8–11; ss 31–33). Mechanically that shifts CSL into the ordinary corporate regime (subject to the special rules in this Act) and places issued shares in the Commonwealth or its nominees initially (s 9(3)).\n\n- National‑interest constraints: the Act requires mandatory provisions in CSL's articles of association that limit the effective counting of votes attaching to \"significant foreign shareholdings\" for appointing more than one‑third of the board, fixes location requirements (head office and plasma production facilities must be in Australia), requires two‑thirds of directors to be Australian citizens, and forbids incorporation outside Australia (s 19C). These are enforced by making inconsistent corporate resolutions ineffective (s 19D), creating a register of foreign‑held voting shares (s 19E), and providing the Minister access to that register (s 19E(2)).\n\n- Enforcement tools: the Minister may apply to the Federal Court for injunctions to stop or require conduct that breaches the mandatory articles or the register obligation (ss 19F–19M) and, separately, for injunctions to ensure CSL performs specified Commonwealth contracts for plasma products (ss 19Q–19W). The Court can grant interim, consent or final injunctions and other orders; the Act removes the usual requirement for the Minister to give undertakings as to damages when seeking interim injunctions (ss 19L, 19V).\n\n- Asset lock for Broadmeadows: the Minister may declare certain Broadmeadows land to be protected, and CSL (and wholly‑owned subsidiaries) cannot dispose of or grant security over the Broadmeadows facility without written Ministerial approval (s 19N–19P). Transactions made in contravention are, to that extent, ineffective (s 19P(6)).\n\n- Staff continuity and rights: employees who are staff members immediately before the conversion continue on their prior terms and keep accrued entitlements; CSL must treat pre‑conversion service as continuous for certain entitlements (ss 26–29).\n\n- Tax treatment and certainty: the Act exempts conversion‑related acts from Commonwealth and State/Territory taxes (except income tax) and allows the Minister to certify that specified acts are \"exempt matters\" (ss 31–33). For income tax purposes certain historic timings and bases of acquisition are preserved (ss 34–35).\n\n**Official purpose claim and a practical test against trade‑offs**\n\n- The Act states its Part 3A purpose is to \"provide for certain matters which affect the national interest\" and to provide remedies (s 19A). Mechanically it achieves that by hard‑wiring governance and location requirements into CSL's constitution and giving the Minister and Federal Court enforcement powers (ss 19C, 19F, 19Q, 19P).\n\n- Costs, incentives and trade‑offs:\n  - Who pays: CSL (and indirectly its shareholders) bears compliance costs to maintain the register, to structure shareholdings and director selection to satisfy the mandatory articles, and to obtain Ministerial approvals where required (ss 19E, 19C, 19P).\n  - Incentives: the rules reduce the value of voting control for foreign investors (by limiting the counting of votes attaching to foreign shareholdings for director appointments) and create incentives for CSL to keep head office and certain facilities in Australia (s 19C). That may protect on‑shore capacity but can reduce bidders' willingness to invest or pay for control.\n  - Opportunity cost: the restrictions can limit options for corporate restructures, cross‑border mergers/insolvency solutions and external capital raising, because special articles cannot be removed by special resolution (s 19D) and some disposal transactions require Ministerial consent (s 19P).\n  - Bureaucratic discretion and legal uncertainty: the Act gives the directors an evaluative role (they form the opinion whether a body corporate is an \"Australian body corporate\"; s 19B(1)) and gives the Minister discretion (e.g. to declare Broadmeadows land, to request registers, to approve disposals). Those discretionary decisions can be contested in court but create administrative interface and potential delay.\n  - Compliance burden: maintaining a register of foreign‑held voting shares, undertaking \"reasonable steps\" to identify significant foreign holdings, and enforcement responses (injunction litigation) create ongoing administrative and legal costs (ss 19C(1)(b), 19E, 19F–19M).\n  - Substitution effects & corporate responses: foreign investors may shift to non‑voting economic interests, use nominees, or restructure holdings to avoid classification as \"foreign‑held voting shares\" (definitions and the directors' inquiries regime will influence these behaviours; s 19B, s 19C). The Act anticipates some of this by defining \"foreign‑held voting shares\" to include director‑declared shares and acknowledged interests (s 19B(1)).\n\n**Decision‑makers and behaviour changes (plain)**\n\n- The Minister decides on approvals, declarations (Broadmeadows), and may request the foreign‑share register; the Minister also is the applicant to the Court for injunctions under the Part (ss 19N, 19P, 19E(2), 19F, 19Q).\n- CSL directors must form opinions on control/ownership (s 19B(1)) and must include and enforce mandatory constitution clauses (s 19C). Directors have powers to limit voting rights and remove directors to enforce those clauses (s 19C(1)(c)).\n- The Federal Court has exclusive (federal) jurisdiction to grant injunctions and other remedies under this Part (ss 19Y, 19F, 19Q).\n\n**Implementation risk & enforcement practicalities**\n\n- The Act depends on administrative actions (declarations, registers, Ministerial approvals) and on litigation (injunctions) for enforcement; that can produce time lags and costs. The Act removes certain procedural protections for the Minister (e.g. undertaking as to damages), which shortens procedural friction for interim relief but increases litigation risk for CSL (ss 19L, 19V).\n\n**Practical effect on markets and contracting**\n\n- For private investors: limits on board control and the guaranteed Australian location of some facilities reduce some forms of strategic flexibility and may lower the appetite for certain kinds of investments, particularly where board control is the objective (s 19C).\n- For CSL customers and suppliers: the statutorily backed requirement to perform plasma‑related Commonwealth contracts (ss 19Q–19W) adds a legal assurance of supply where those contracts exist, enforceable by injunction.\n\nOverall, the Act mechanistically completes the corporatisation of CSL while embedding an enduring national‑interest regulatory layer that constrains ownership, governance and location choices and supplies the Commonwealth with direct enforcement tools (ministerial powers and federal injunctive remedies)."},"kimi_summary":{"_metrics":{"completionTokens":698},"content_quality":"ok","complexity_score":8,"scope_assessment":{"changed":true,"description":"The legislation has expanded significantly from its original 1961 purpose of establishing a government serum laboratory. The 1990 conversion provisions transformed it into a privatisation statute, and Part 3A (added later) introduced extensive ongoing national interest restrictions that permanently constrain CSL's corporate governance, foreign ownership, and operational decisions—far beyond the original scope of creating a public body."},"complexity_factors":["Multiple overlapping Parts with duplicate numbering (Part 3A inserted later, causing confusion with Part 3)","Extensive cross-referencing to Corporations Act 2001, Companies Act 1981, CSL Sale Act 1993, and Income Tax Assessment Acts","Recursive definitions (e.g., 'wholly-owned subsidiary' refers to itself)","Complex conditional logic in section 19B for determining 'Australian body corporate' status with 6 specific circumstances and override provisions","Mandatory articles provisions in section 19C with 8 separate requirements that must be in CSL's constitution","Multiple injunction powers with detailed factors for grant (sections 19F, 19Q with subsections 19T, 19U, 19J, 19K)","Historical layering: original 1961 Act, 1990 conversion amendments, and later national interest restrictions","Technical definitions requiring external knowledge ('relevant interest', 'SES employee', 'sale day')"],"plain_english_summary":"This legislation governs **CSL Limited** (formerly Commonwealth Serum Laboratories), Australia's major biopharmaceutical and blood products company. The Act has three main purposes:\n\n**1. Corporate Structure and Privatisation**\nThe legislation originally established CSL as a government body, then converted it into a public company. It sets out how shares were issued to the Commonwealth, how the company was registered under corporations law, and how its name changed to \"Commonwealth Serum Laboratories Limited.\"\n\n**2. National Interest Protections (Part 3A)**\nThis is the most significant ongoing part of the Act. It imposes **mandatory restrictions** on CSL to protect Australian interests:\n- **Foreign ownership limits**: CSL must maintain a register of foreign-held voting shares, and foreign shareholders cannot vote on more than one-third of director appointments\n- **Australian control requirements**: At least two-thirds of directors must be Australian citizens; the chair must be Australian; head office must stay in Australia\n- **Plasma facility protection**: Principal facilities for producing blood plasma products must remain in Australia\n- **No overseas incorporation**: CSL cannot reincorporate outside Australia\n- **Broadmeadows protection**: The Victorian facility cannot be sold or used as security without Ministerial approval\n\n**3. Contract Enforcement**\nThe Commonwealth can seek court injunctions to force CSL to honour contracts for producing plasma products from Australian blood donations.\n\nThe Act also deals with staff protections during the transition from public to private employment, tax exemptions for the corporate restructuring, and compensation for property acquisition.\n\n**Who it affects**: CSL Limited and its subsidiaries; Commonwealth Government; foreign investors in CSL; CSL employees; Australian blood donors and healthcare system users.\n\n**Why it matters**: CSL is a critical national asset handling Australia's blood supply and vaccine production. The Act ensures this remains under Australian control even after privatisation."},"issue_detection":{"absurdities":[{"type":"retroactive_impossibility","section":"Part 2 (ss. 8–11) and Part 3 (ss. 12–19)","severity":"medium","reasoning":"Sections 8–11 direct CSL to create share capital and apply to be registered as a company. Section 10 in particular commands CSL to 'apply to be registered.' Once CSL was registered (circa 1994), these obligations became permanently spent. A statute marked 'in force' in 2017 that contains obligations which were exhausted 23 years earlier creates a structural absurdity: the law is live but its operative commands are permanently incapable of fresh compliance.","confidence":0.82,"description":"The entire pre-conversion machinery (creating share capital, applying for registration, adopting a new name) was one-time transitional scaffolding that was already spent at the moment CSL was converted into a public company in 1994. These provisions remain 'in force' in a statute still listed as current (status: in_force, version date 2017-03-01), yet compliance with them is permanently and retroactively impossible — the events they command either already happened decades ago or can never happen again."},{"type":"self_contradicting","section":"s. 36","severity":"medium","reasoning":"A body that is 'not a public authority' ordinarily has no statutory obligations as to what it does with its own property or which contracts it must perform. Yet Part 3A imposes exactly those obligations. The declaration in s. 36 and the regulatory regime in Part 3A pull in opposite logical directions within the same statute.","confidence":0.75,"description":"Section 36 declares that CSL is 'not a public authority' for the purposes of other laws, yet Part 3A (Division 3, s. 19P) imposes a statutory prohibition — backed by injunctive relief — on CSL's disposal of the Broadmeadows facility, and Division 4 empowers courts to compel CSL to perform plasma products contracts. These are quintessentially public-authority-style statutory constraints on a body simultaneously declared to be a purely private entity. The Act treats CSL as a private company for classification purposes while simultaneously subjecting it to public-law command-and-control obligations."},{"type":"self_contradicting","section":"s. 19Z","severity":"medium","reasoning":"If Part 3A overrides the Corporations Act, its remedies cannot straightforwardly be 'additional' to Corporations Act remedies in the same breath. The two provisions create an unresolvable ambiguity about whether the Acts operate in parallel or in hierarchy.","confidence":0.65,"description":"Section 19Z provides that Part 3A has effect 'despite the Corporations Act,' while s. 19ZA provides that the remedies in Part 3A are 'additional' to remedies under other laws (including, presumably, the Corporations Act). The combined effect is that Part 3A overrides the Corporations Act when they conflict (s. 19Z) but is also additive to it when they don't (s. 19ZA). There is no mechanism to determine which relationship applies in borderline cases, making the interaction inherently ambiguous."},{"type":"other","section":"s. 14","severity":"low","reasoning":"The sequencing of deemed-registration articles (s. 14) and mandatory article content (s. 19C, inserted later by amendment) creates a logical gap in enforcement. Section 19D only voids 'alterations' inconsistent with mandatory articles, not original omissions. This is a low-severity drafting lacuna rather than a full impossibility.","confidence":0.6,"description":"Section 14 purports to give CSL a Memorandum and Articles of Association at the moment of deemed registration. Section 19C then requires CSL's articles to include certain mandatory provisions. However, if the articles were fixed by s. 14 at the point of deemed registration, any subsequent statutory requirement to include additional provisions (s. 19C) must override them — yet s. 19D only voids inconsistent alterations made after the fact, not deficiencies in the original articles mandated by s. 14. This creates a gap where the original articles could theoretically be non-compliant with s. 19C without the voiding mechanism in s. 19D applying."},{"type":"other","section":"ss. 19F–19M and ss. 19Q–19W","severity":"low","reasoning":"Drafting the same legal machinery twice in the same Act without any cross-reference between the two sets is a structural absurdity. Courts may, over time, interpret identically worded provisions differently based on their different divisional contexts, creating incoherence within the one statute. This is a drafting absurdity rather than an impossibility.","confidence":0.78,"description":"The Act creates two near-identical sets of injunction provisions — one in Division 2 (ss. 19F–19M) for articles of association contraventions, and one in Division 4 (ss. 19Q–19W) for plasma products contracts — with substantively parallel structures. Both sets include 'consent injunctions,' 'interim injunctions,' 'factors for restraining injunctions,' 'factors for mandatory injunctions,' 'no undertaking as to damages,' and 'other orders.' This duplication, rather than cross-referencing, inflates the Act and creates a risk of divergent judicial interpretation of identically worded provisions in the same statute."}],"contradictions":[{"severity":"medium","section_a":"s. 36 (CSL not public authority)","section_b":"s. 19P (Prohibition on disposal of Broadmeadows facility)","confidence":0.78,"description":"Section 36 declares CSL is not a public authority, thereby implying it is a fully private commercial entity free to manage its own assets. Section 19P imposes a statutory prohibition — enforceable by injunction — on CSL disposing of or encumbering the Broadmeadows facility. Imposing asset-disposal prohibitions on a body by statute is a public-law instrument fundamentally inconsistent with private company status."},{"severity":"medium","section_a":"s. 19Z (Part 3A overrides the Corporations Act)","section_b":"s. 19ZA (Remedies under Part 3A are additional remedies)","confidence":0.68,"description":"Section 19Z establishes a hierarchy where Part 3A prevails over the Corporations Act in the event of inconsistency. Section 19ZA then characterises Part 3A remedies as merely 'additional' to other remedies, implying a co-equal, parallel relationship with the Corporations Act. These two characterisations of the relationship between Part 3A and the Corporations Act are in tension: a provision that 'overrides' another law is not simply 'additional' to it."},{"severity":"low","section_a":"Part 2 (ss. 8–11) — transitional one-time obligations","section_b":"s. 42 (Regulations)","confidence":0.55,"description":"Section 42 authorises the Governor-General to make regulations 'for the purposes of this Act.' Since the operative transitional provisions in Part 2 are permanently spent (CSL has long been registered and converted), any regulations made 'for the purposes' of those sections would be directed at events that cannot recur. The regulation-making power is theoretically live but practically void with respect to the most substantive original provisions of the Act, creating an internal inconsistency between the breadth of s. 42 and the spent nature of the provisions it nominally supports."},{"severity":"medium","section_a":"s. 19C (CSL's articles must include mandatory provisions)","section_b":"s. 19D (Inconsistent alterations have no effect)","confidence":0.7,"description":"Section 19C imposes a positive obligation on CSL to include certain provisions in its articles. Section 19D only voids 'alterations' to the articles that are inconsistent with mandatory articles — it does not impose any consequence for CSL's failure to include the mandatory provisions in the first place (i.e., original non-compliance). This creates a gap: the obligation in s. 19C has no direct enforcement mechanism within Division 2 for the case of original omission, only for subsequent inconsistent amendments."}]},"summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"The Act was originally passed in 1961 to establish and govern Commonwealth Serum Laboratories as a government statutory body producing vaccines and biologicals. Its current form is almost unrecognisable from that original purpose — it has been comprehensively overhauled to instead govern the privatisation of CSL and impose ongoing post-privatisation national interest restrictions. The addition of Part 3A (national interest restrictions, including foreign ownership caps, the Broadmeadows facility prohibition, and plasma products contract enforcement) represents a substantial expansion well beyond the original Act's function as a simple enabling statute for a government enterprise. The Act now serves as a hybrid privatisation statute and ongoing regulatory instrument for a private corporation."},"complexity_factors":["Part 3A contains heavily layered injunction provisions duplicated across two separate Divisions (Divisions 2 and 4), each with their own restraining injunction factors, mandatory injunction factors, consent injunction rules, interim injunction rules, and ancillary order powers","Multiple defined term sets — the Act has an interpretation section in Part 1 (s.3), a separate interpretation section in Part 6 (s.31), and a further dedicated interpretation section within Part 3A (s.19B), creating fragmented definitional frameworks","Cross-referencing between the Act and external legislation including the Corporations Act, the Companies Act, the Acts Interpretation Act (s.25B), and the Income Tax Assessment Act","The Broadmeadows land prohibition (s.19N–19P) requires a Ministerial declaration to identify the relevant land, adding a delegated legislation dependency","Part 3A explicitly overrides the Corporations Act (s.19Z), creating a deliberate tension between Commonwealth statute and general corporate law that requires careful navigation","Numbered sections skip non-sequentially (e.g. sections 4, 17, 18, 20–25, 30, 39–40 are absent), indicating significant amendment history that has removed provisions, making the Act harder to read as a coherent whole","Foreign ownership cap is enforced through mandatory articles of association rather than directly in the Act itself, meaning compliance requires reading the Act alongside CSL's corporate constitution"],"plain_english_summary":"## Commonwealth Serum Laboratories Act 1961 — Plain English Summary\n\n**What is this about?**\n\nThis Act governs the transformation of **Commonwealth Serum Laboratories (CSL)** — originally a government-owned body that made vaccines, blood products, and other medical biologicals — into a **privately owned public company** (now listed on the ASX as CSL Limited). Think of it as the legal rulebook for privatising CSL while keeping some important national safeguards in place.\n\n---\n\n**Who does it affect?**\n\n- **CSL Limited** (the company itself) and its shareholders\n- **Foreign investors** who want to acquire shares in CSL\n- **CSL employees** who transferred across from the old government entity\n- **The Australian Government**, which retains oversight powers\n- Indirectly, **all Australians** — because CSL manufactures critical blood and plasma products that the health system depends on\n\n---\n\n**What does the Act actually do?**\n\nThe Act works in several layers:\n\n- **Parts 2 & 3 — The Privatisation Mechanics:** These parts handled the nuts and bolts of converting CSL from a government statutory body into a registered public company under corporate law. This included setting up its share capital, issuing shares, registering it under the Corporations Act (formerly the Companies Act), and giving it a new corporate name.\n\n- **Part 3A — National Interest Restrictions (the most important ongoing part):** Even though CSL is now privately owned, the government kept a firm hand on certain things that matter for national security and public health:\n  - **Foreign ownership cap:** CSL's own company rules (*articles of association* — the rulebook that governs how a company operates) must permanently include a provision limiting total **foreign ownership to no more than 15%** of voting shares. CSL must maintain a register of foreign-held shares to enforce this.\n  - **No selling the Broadmeadows facility:** CSL cannot sell, lease, or otherwise dispose of its **manufacturing facility at Broadmeadows, Victoria** — this is the site where critical plasma products (life-saving medicines made from donated blood) are made for Australia.\n  - **Plasma products contracts must be honoured:** CSL must continue performing its contracts to supply plasma-derived products (like clotting factors for haemophilia patients and immunoglobulins). Courts can issue injunctions (legally binding orders) to force CSL to comply if it tries to walk away.\n  - **Injunction powers:** Courts are given broad powers to issue orders — including urgent (interim) orders — to enforce all of the above restrictions. Uniquely, the government does **not** have to promise to pay damages if an injunction turns out to be wrongly granted.\n\n- **Part 5 — Staff Protections:** Employees who worked for the old CSL carried their existing employment conditions across into the new private company. Their pay, entitlements, and conditions couldn't simply be wiped out by the privatisation.\n\n- **Part 6 — Tax Matters:** The privatisation process attracted various tax exemptions so that the conversion itself didn't trigger unexpected tax bills — for example, transferring assets from the old statutory body to the new company was handled in a tax-neutral way.\n\n- **Part 7 — Miscellaneous:** Confirms that CSL is **no longer a government body** (so it doesn't get government immunities), deals with compensation rights, and allows the Minister to make regulations.\n\n---\n\n**Why does it matter?**\n\nCSL produces medicines that are genuinely critical to Australian lives — including treatments for haemophilia, immune deficiencies, and snake antivenom. The Act ensures that even as a profit-driven private company, CSL cannot be taken over by foreign interests, cannot abandon its Australian manufacturing base, and cannot walk away from its contracts to supply essential blood products. It is a rare example of a privatisation law that retained hard, legally enforceable national interest conditions rather than relying solely on goodwill."}},"importantCases":[],"_links":{"self":"/api/acts/commonwealth-serum-laboratories-act-1961","history":"/api/acts/commonwealth-serum-laboratories-act-1961/history","analysis":"/api/acts/commonwealth-serum-laboratories-act-1961/analysis","conflicts":"/api/acts/commonwealth-serum-laboratories-act-1961/conflicts","importantCases":"/api/acts/commonwealth-serum-laboratories-act-1961/important-cases","documents":"/api/acts/commonwealth-serum-laboratories-act-1961/documents"}}