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Business Associations 2 - LAWS3192
Library

 
Faculty: Faculty of Law
 
 
School:  Faculty of Law
 
 
Course Outline: See below
 
 
Campus: Kensington Campus
 
 
Career: Undergraduate
 
 
Units of Credit: 6
 
 
EFTSL: 0.12500 (more info)
 
 
Indicative Contact Hours per Week: 3
 
 
Enrolment Requirements:
 
 
Prerequisite: LAWS2010 or LAWS3191 or JURD7224
 
 
Excluded: JURD7392
 
 
Fee Band: 3 (more info)
 
 
Further Information: See Class Timetable
 
 

Description

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 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 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 LAWS 2010 Business Associations 1.

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 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

Main Topics

Topics covered in this course include:
  • Securities regulators
  • Disclosure
  • Fundraising
  • Takeovers
  • Managed Investment Schemes
  • Market Integrity
The areas of law covered in this course are:
  • The role of the ASX and ASIC as bodies regulating companies and securities markets
  • The role of the ASX and ASIC as bodies regulating companies and securities markets
  • Periodic and continuous disclosure
  • The role of gatekeepers such as auditors
  • 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
  • An introduction to managed investment schemes
  • The legal regimes relating to insider trading and market manipulation
  • Securities class actions and the role of private enforcement

Assessment

Class participation - 10%
Group exercise 1 – 15%
Group exercise 2 – 15%
Research essay 5,000 words - 60%

Course Texts

Prescribed

  • Redmond P, Companies and Securities Law Commentary and Materials (5th ed, 2009, LBC Information Service)
  • Supplementary materials are also prescribed

Recommended

  • 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.

Legislation

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.

Resources

Refer to Course Outline on the Law website.

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© The University of New South Wales (CRICOS Provider No.: 00098G), 2004-2011. The information contained in this Handbook is indicative only. While every effort is made to keep this information up-to-date, the University reserves the right to discontinue or vary arrangements, programs and courses at any time without notice and at its discretion. While the University will try to avoid or minimise any inconvenience, changes may also be made to programs, courses and staff after enrolment. The University may also set limits on the number of students in a course.