78244 Mergers and Acquisitions Law
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Credit points: 6 cp
Result type: Grade and marks
Requisite(s): ((22 credit points of completed study in spk(s): C07122 Graduate Diploma Legal Studies OR 22 credit points of completed study in spk(s): C04264 Master of Legal Studies)) OR ((94 credit points of completed study in spk(s): C04236 Juris Doctor OR 142 credit points of completed study in spk(s): C04250 Juris Doctor Master of Business Administration OR 94 credit points of completed study in spk(s): C04363 Juris Doctor Master of Intellectual Property OR 94 credit points of completed study in spk(s): C04364 Juris Doctor Graduate Certificate Trade Mark Law and Practice) AND 70106c Principles of Public International Law AND 70107c Principles of Company Law) OR (94 credit points of completed study in spk(s): C04320 Juris Doctor Graduate Certificate Professional Legal Practice AND 70106 Principles of Public International Law) OR (70108c Public International Law AND 70417c Corporate Law)
The lower case 'c' after the subject code indicates that the subject is a corequisite. See definitions for details.
These requisites may not apply to students in certain courses.
There are course requisites for this subject. See access conditions.
Description
This subject examines the law relating to takeovers of public companies and publicly listed trusts. The subject also covers mergers involving schemes of arrangement under the Corporations Act 2001 (Cth). Key issues relating to regulated acquisitions, acquiring a relevant interest prior to a takeover, disclosure of substantial shareholdings and defensive tactics are considered. The role and powers of the Takeovers Panel during contested acquisitions is examined. Particular issues relating to a range of regulated industries such as telecommunications, broadcasting and financial services as well as foreign investment rules relating to mergers and acquisitions are also discussed. Consequential actions involving compulsory acquisitions and capital restructuring are considered. The role and duties of bidding and target directors is a particular focus of the subject.
Subject learning objectives (SLOs)
Upon successful completion of this subject students should be able to:
| 1. | demonstrate an appreciation of the range of legal and commercial issues that shape the form and outcomes in mergers and acquisitions; |
|---|---|
| 2. | demonstrate the ability to apply the appropriate legal rules to a range of issues that commonly arise in mergers and acquisitions transactions; |
| 3. | demonstrate a sound understanding of the legal position of key participants in common mergers and acquisitions transactions; |
| 4. | apply appropriate research techniques to identify relevant legal and equitable rules to assist with advising on undertaking mergers and acquisitions. |
Teaching and learning strategies
Strategy 1 Class discussion on assigned topics
Each class will involve both small and large group discussions and will be facilitated by the teacher. Topics will be set in advance and require students to read in advance of each class. There will be no formal lectures, but rather a seminar style discussion involving all members of the class. The classes will be taught in block mode over 4 Saturdays, making advanced preparation by the students a key part of the subject.
Strategy 2 Legal problem solving
Each class will have a range of hypothetical problem scenarios for analysis and discussion.
Strategy 3 Case study evaluations
Students will be expected to present one case study to the class during the semester. This will involve either a decided case or a practical case study based on a recent M&A transaction.
Strategy 4 Guest speaker presentations
A number of practitioners from the law and banking fields will give short presentations to give a practical aspect to the subject and to contextualise the doctrinal aspects of the material. It is expected that the subject will be co-taught with practitioners.
Content (topics)
1 Introduction: Regulatory framework
2 Structuring M&A transactions: Overview of taxation issues in funding M&A transactions
3 Application of Ch 6 of the Corporations Act: Entities covered by Ch 6: Acquiring a relevant interest in voting securities
4 Overview of exempt acquisitions
5 Undertaking a takeover
6 Rights and obligations of the target
7 Defensive tactics and hostile takeovers
8 The role and powers of the Takeovers Panel
9 Mergers using a scheme of arrangement
10 Mergers using a scheme of arrangement
11 Concluding a takeover-compulsory acquisition and capital restructuring
12 Particular regulatory issues: financial services, telecommunications and broadcasting
13 Acquisitions by foreign investors
Assessment
Assessment task 1: Class Participation
| Weight: | 20% |
|---|
Assessment task 2: Class presentation (case study)
| Weight: | 20% |
|---|
Assessment task 3: Research Essay
| Weight: | 60% |
|---|---|
| Length: | Maximum of 4,000 words |
Required texts
Levy R, Takeovers Law and Strategy, 5th Edition, Thomson Reuters
References
Austin and Ramsay, Ford Austin and Ramsay's Principles of Corporations Law, LexisNexis AU (online service)
Australian Corporation Law Principles and Practice, LexisNexis AU (online service)
Damian and Rich, Schemes, Takeovers and Himalayan Peaks, 3rd ed, 2013, Ross Parsons Centre
Takeovers and Reconstructions in Australia, LexisNexis AU (online service)
Other resources
Australian Journal of Corporate Law (LexisNexis AU)
Company and Securities Law Journal (Westlaw AU)