[This paper presents a detailed examination of sections 12 (0), 57 and 58 of the Companies (Acquisition of Shares) Act 1980 (Cth). Part A considers the constitutional validity of these sections and suggests that section 58 may well be invalid. Part B describes the manner in which the wide discretionary powers conferred by these sections is exercised by the National Companies and Securities Commission. Part C outlines the avenues for review of the exercise or failure to exercise these powers: section 537 of the Companies Code, Administrative Law Act 1978 (Vic.) and Part VI Companies (Acquisition of Shares) Act. Finally, Part D analyses the policy considerations relevant to these sections.]

Section 12 (o) and sections 57 and 58 of the Companies (Acquisition of Shares) Act 1980 and corresponding State Codes ('CASA') confer very wide discretions on the National Companies and Securities Commission (the'Commission'). Section 12 (o) permits the Commission to exempt an acquisition of shares from the operation of section 11; 1 section 57 empowers the Commission to exempt a person from compliance with all or any of the requirements of CASA and section 58 empowers the Commission to modify the application of CASA to any particular case. This paper will examine the constitutional validity of those provisions, the manner in which the Commission has exercised its discretionary powers, the ability of the courts to review the Commission's exercise or failure to exercise its powers and the policy considerations relevant to such provisions.