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Course

Takeovers and Capital Markets Law - JURD7392

Faculty: Faculty of Law

School: Faculty of Law

Course Outline: See below

Campus: Sydney

Career: Postgraduate

Units of Credit: 6

EFTSL: 0.12500 (more info)

Indicative Contact Hours per Week: 3

Enrolment Requirements:

Pre-requisite: Business Associations (any one of LAWS1091, LAWS2010, or JURD7224). 36 UOC of JURD courses for students enrolled prior to 2013. For students enrolled after 2013, pre-requisite: 72 UOC of JURD courses.

Excluded: JURD7791, LAWS3192, LAWS8091

CSS Contribution Charge: 3 (more info)

Tuition Fee: See Tuition Fee Schedule

Further Information: See Class Timetable

View course information for previous years.

Description

This course builds on your knowledge of Business Associations but focuses on issues relating to public companies, particularly large public companies. The course focuses on legal issues related to disclosure as a form of regulation, 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 key regulatory agencies, ASIC and the ASX, as bodies regulating companies and capital markets.

The course is a specialist subject for those with a strong interest in corporate and securities law. It is important for those wishing to pursue a career in this field as a commercial lawyer or barrister, as an investment banker, as a policy adviser in Government or a regulatory agency, or in legal publishing.

If you have a specific interest in takeover law and policy, you may alternatively wish to enrol in JURD7791 Corporate Control Transactions (which focuses solely on takeovers). Please note that it is not possible to take both courses due to the overlap in course content.


Recommended Prior Knowledge

The topics in this course assume an understanding of the basic principles of company law as taught in JURD7224 Business Associations.

Course Objectives

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 capital markets 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 documents issued by the regulatory bodies in relation to the law and ASX Rules, particularly ASIC Regulatory Guides and ASX Guidance Notes
  • Identify and analyse the legal issues that typically arise in securities market transactions
  • Evaluate legal rules and legal theories in this area

Main Topics

Topics covered in this course include:
  • Securities regulators
  • Continuous disclosure
  • Fundraising
  • Takeovers
  • Market integrity
The areas of law covered in this course are:
  • The role of ASIC and the ASX as bodies regulating companies and capital markets
  • The continuous disclosure of information to securities markets
  • 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
  • The legal regimes relating to insider trading and market manipulation

Assessment

Class participation - 10%
Case note (1,500 words) - 30%
Take home examination (3,000 words) - 60%

Course Texts

Prescribed

  • Redmond P, Corporations and Financial Markets Law (6th ed, 2013, Lawbook Co)
  • Supplementary materials are also prescribed

Recommended

  • Austin RP and Ramsay IM, Ford's Principles of Corporations Law (Butterworths, 15th ed, 2012) — 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.

Legislation

Students must have access to an up-to-date copy of the Corporations Act 2001. This legislation is available electronically and in the following printed formats:
  • Butterworths, Australian Corporations Legislation
  • CCH, Australian Corporations and Securities Legislation
  • Thomson Reuters, Corporations Legislation
The above printed materials may be purchased from UNSW bookshop or borrowed from the Library.
Library

Study Levels

Undergraduate Study Postgraudate Study Postgraduate Research Study Non-Award Study

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