Glossary

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Corporate Control Transactions - JURD7791

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: 2

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: JURD7392, 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 explores the concept of corporate control through a study of the legal doctrines defining control and affecting its exercise, and of the regulation of transactions touching its acquisition and transfer. The provisions of Chapters 6 to 6C of the Corporations Act 2001 (Cth) are at the centre of this study. In addition to key issues in the form and conduct of transactions effecting control transfers, the course also examines theories shaping legal regulation and the policies and interests that influence its contours.

The course is a specialist subject for those with a strong interest in corporate law in the context of takeovers. 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 an interest in other aspects of the regulation of capital markets in addition to takeovers, you may alternatively wish to enrol in JURD7392 Takeovers and Capital Markets Law. This latter course also focuses on continuous disclosure, fundraising and market misconduct. Please note that it is not possible to take both courses due to the overlap in course content.

Main Topics

The concept of corporate control and the legal mechanisms for its transfer
Issues prompting the regulation of takeovers
The structure of takeover regulation
Prohibited acquisitions of relevant interests in voting shares
Exceptions to the prohibition upon acquisitions
Takeover offers
Conducting the takeover bid

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 Aims

The course seeks to develop an understanding of the law, policy and practices concerning transactions that affect corporate control and its transfer. This study is primarily informed by legal analysis, but also involves an appraisal of theoretical approaches to corporate control and especially the policy foundations for regulation and takeover practice. Its aim is to ensure that students understand the rationale for takeover regulation and the practices and policies of takeover practitioners, the takeover regulator and the panel charged with resolving takeover disputes.

Learning Outcomes

At the conclusion of this course, students should be able to:

understand the law, policy and practices concerning transactions that affect corporate control and its transfer
appraise theoretical approaches to corporate control and especially the policy foundations for regulation and takeover practice
understand the rationale for takeover regulation and the practices and policies of takeover practitioners, the takeover regulator and the panel charged with resolving takeover disputes

Assessment