This course builds on your knowledge of Business Associations I but focuses on issues relating to public companies, particularly large public companies. The course focuses on legal issues related to corporate finance and securities such as the restrictions imposed upon a company in dealing with its capital; the terms and conditions imposed when a company wishes to raise funds from the public and the market for corporate control. Another important focus for the course is to examine the role of the regulatory agencies, ASIC and the ASX, as bodies regulating companies and securities markets.
Recommended Prior Knowledge
The topics in this course assume an understanding of the basic principles of company law as taught in JURD7224 (core) or JURD7391 (elective) Business Associations 1.
The primary objective of the course is to develop a critical understanding of a number of areas of law which are concerned with corporate finance and securities regulation (particularly as they bear upon large public companies). Students who have successfully completed this course should be able to:
- Critically understand the law relevant to the topics covered in the subject
- Make use of policy statement, practice notes, guidance notes, issues by the regulatory bodies when assessing the state of the law
- Identify and analyze the legal issues that typically arise in securities market transactions
- Evaluate legal rules and legal theories in this area
Topics covered in this course fall into four parts:
- Introductory themes
- Shares and transactions involving changes to share capital
The areas of law covered in this course are:
- The role of the ASX and ASIC as bodies regulating companies and securities markets
- The restrictions on the capital structure of the company, ie, the creation of classes of shares and the rights attaching to those shares, the issue of shares at a discount, and the reduction of capital
- The restrictions arising out of the various forms of the capital maintenance doctrine, ie, the circumstances in which a company may buy back its own shares, the rules against the giving of financial assistance, and the restrictions on the payment of dividends
- The legal regimes relating to insider trading and market manipulation
- The terms and conditions upon which companies may raise funds from the public, ie, the issue and content of prospectuses
- The structure and regulation of the market for corporate control (ie, takeovers), including a study of the role of the Takeovers Panel and the regime of compulsory acquisition
||Preparation and engagement in class
- Redmond P, Companies and Securities Law Commentary and Materials (5th ed, 2009, LBC Information Service)
- Supplementary materials are also prescribed
- Ford, H, Austin RP and Ramsay, I, Ford's Principles of Corporations Law (Butterworths, 13th ed, 2007) — the most thorough and clearly written reference on Australian corporate law. A more detailed version of Ford is available online which you may find useful for this course. You can access this via the Law Library website using the Sirius database.
- Tomasic, R, Bottomley, R and McQueen R, Corporations Law in Australia (The Federation Press, 2nd ed, 2002 – good at putting the subject into context.
Students must have an up-to-date copy of the Corporations Act. This legislation is available in the following formats:
- Butterworths, Australian Corporations Legislation
- CCH, Australian Corporations and Securities Legislation
- Lawbook Company, Corporations Legislation
The above materials may be purchased from UNSW bookshop or borrowed from the Library.
Refer to Course Outline on the Law website.