- Class Number 9553
- Term Code 2960
- Class Info
- Unit Value 6 units
- Mode of Delivery In Person
- Prof Stephen Bottomley
- Peta Spender
- Prof Stephen Bottomley
- Class Dates
- Class Start Date 22/07/2019
- Class End Date 25/10/2019
- Census Date 31/08/2019
- Last Date to Enrol 29/07/2019
- issues prompting, and theories shaping, the regulation of takeovers and the securities industry generally;
- the regulation of financial markets;
- the powers of the Australian Securities and Investment Commission and the obligations of listed companies, brokers and dealers;
- controls upon market manipulation and insider trading;
- the legal requirements for prospectuses;
- controls upon the acquisition of shares under Chapter 6 of the Corporations Act 2001 (Cth);
- directors' responsibilities in a takeover situation; and
- compulsory acquisition powers.
Upon successful completion, students will have the knowledge and skills to:
- Define, describe and apply in a coherent fashion an advanced knowledge of the relevant legal framework and the mechanics of the legal rules relevant to the regulation of takeovers and securities regulation in Australia;
- Describe, discuss, explain, analyse and critique the policies behind those rules;
- Analyse, consolidate and synthesise knowledge to identify solutions to complex problems faced during corporate fundraising and corporate control transactions, with intellectual independence;
- Recognise, explain and analyse themes emerging within wider debates about regulation and corporate governance;
- Design, plan and execute a research project, with some independence;
- Engage in respectful communication and debate with staff and peers.
Stephen Bottomley, Kath Hall, Peta Spender and Beth Nosworthy, Contemporary Australian Corporate Law (Cambridge University Press, 2017).
Students must have a 2019 edition of the Corporations Act 2001 (Cth).
The following books provide additional reading to supplement the lectures and required texts. Note that because of frequent changes to the law, some of the material in these books may need to be updated against the current law.
RP Austin and IM Ramsay, Ford, Austin and Ramsay's Principles of Corporations Law (LexisNexis, 17th ed, 2018)
R Baxt, A Black and P Hanrahan, Securities and Financial Services Law (LexisNexis, 9th ed, 2017)
A Herzberg, P Lipton and M Welsh, Understanding Company Law (Thomson Reuters, 19th ed, 2018)
P Redmond, Corporations and Financial Markets Law (Thomson Reuters, 7th ed, 2017)
R Levy, Takeovers Law and Strategy (Thomson Reuters, 5th ed, 2017)
Students will be given feedback in the following forms in this course:
- written comments
- verbal comments
- feedback to whole class, groups, individuals, focus group etc
ANU is committed to the demonstration of educational excellence and regularly seeks feedback from students. Students are encouraged to offer feedback directly to their Course Convener or through their College and Course representatives (if applicable). The feedback given in these surveys is anonymous and provides the Colleges, University Education Committee and Academic Board with opportunities to recognise excellent teaching, and opportunities for improvement. The Surveys and Evaluation website provides more information on student surveys at ANU and reports on the feedback provided on ANU courses.
Extensions late submission and penalties - https://law.anu.edu.au/current-students/policies-procedures/extensions-late-submission-and-penalties
Penalties for excess word length: https://law.anu.edu.au/current-students/policies-procedures/word-length-and-excess-word-penalties
Distribution of Grades Policy: Effective from Winter Session and Second Semester 2018 (and until further notice), the interim scaling guideline applies to all courses in the LLB (Hons) and JD programs. Please see: https://law.anu.edu.au/current-students/policies-procedures/grading
Further Information about the Course: is available from the course WATTLE page. Students are required to access the WATTLE site regularly throughout the course for details on weekly classes and any announcements relating to the course.
|Week/Session||Summary of Activities||Assessment|
|1||Week 1 Introduction to the course Themes and issues in takeovers and financial markets law Introduction to securities regulation|
|2||Weeks 2 - 6 The regulation of financial markets and services including the licensing of financial market operators (with a focus on ASX); the licensing of dealers and financial advisers who operate in securities and derivatives markets; the stockbroker-client relationship; financial advice obligations; the regulation of improper market conduct (including insider trading); enforcement by the regulator and investor claims particularly securities class actions.|
|7||Fundraising and crowdfunding Tutorial|
|8||Weeks 8 - 11 Takeovers Themes and issues in the regulation of takeovers, techniques for effecting changes in corporate control through takeovers, legal restraints placed upon this activity, off-market vs market bids, defensive strategies by target companies, the compulsory acquisition of shares, and the role of the Takeovers Panel Tutorial|
|9||As Above Tutorial|
|10||As Above Tutorial|
|11||As Above Tutorial|
|12||Revision and preparation for the take-home examination Tutorial|
Tutorial enrolments will open via the course Wattle page on Monday 5 August, 2019 at 6.00 pm. Tutorial enrolments will close on Friday 9 August, 2019 at 6.00 pm. Tutorials will commence in Week 7 of the teaching semester.
|Assessment task||Value||Due Date||Return of assessment||Learning Outcomes|
|Wattle quiz||0 %||30/08/2019||30/08/2019||1|
|Research essay||50 %||10/09/2019||11/10/2019||1,2,3,4,5|
|Tutorial participation||10 %||25/10/2019||28/11/2019||1,2,5,6|
|Take-Home Assignment||40 %||11/11/2019||28/11/2019||1,2,5|
* If the Due Date and Return of Assessment date are blank, see the Assessment Tab for specific Assessment Task details
ANU has educational policies, procedures and guidelines, which are designed to ensure that staff and students are aware of the University’s academic standards, and implement them. Students are expected to have read the Academic Misconduct Rule before the commencement of their course. Other key policies and guidelines include:
The ANU is using Turnitin to enhance student citation and referencing techniques, and to assess assignment submissions as a component of the University's approach to managing Academic Integrity. For additional information regarding Turnitin please visit the ANU Online website. In rare cases where online submission using Turnitin software is not technically possible; or where not using Turnitin software has been justified by the Course Convener and approved by the Associate Dean (Education) on the basis of the teaching model being employed; students shall submit assessment online via ‘Wattle’ outside of Turnitin, or failing that in hard copy, or through a combination of submission methods as approved by the Associate Dean (Education). The submission method is detailed below.
Moderation of Assessment
Marks that are allocated during Semester are to be considered provisional until formalised by the College examiners meeting at the end of each Semester. If appropriate, some moderation of marks might be applied prior to final results being released.
Effective participation in this course requires around 6 hours of reading each week. In order to take better advantage of the discussion that will occur in lectures and tutorials, you should read the required readings prior to attending class.
Students are expected to prepare for both lectures and tutorials and to engage critically in the discussion that takes place there. It is, in part, by means of such engagement and the feedback you get from that that you will be able to evaluate and enhance the quality of your learning of the course content and skills.
To further enhance your learning in this course you may also find it useful to regularly access the course Wattle site.
Students will be assessed by their tutor throughout the tutorial program on their participation in tutorials
Assessment Task 1
Learning Outcomes: 1
Brief Description: Students must answer 10 multiple choice/true or false questions. The quiz will be open via Wattle for 5 days, and students may attempt the quiz at any point. However, once they open the quiz, students will have 30 minutes to complete the questions. The questions will focus on knowledge arising from weeks 1-6 of the course.
Nature of Task: Optional. Consequence of not completing the quiz is foregoing the opportunity for formative feedback before 50% of the course has elapsed.
Release: 5 pm Monday 26 August 2019.
Due date: 10 pm Friday 30 August 2019.
Estimated return date: Automated, on submission.
Assessment Criteria: N/A
Assessment Task 2
Learning Outcomes: 1,2,3,4,5
Brief Description: The research essay will require students to conduct independent research that investigates a theme, issue or policy underlying the regulation of financial markets and takeovers. Some topics will deal with material covered towards the end of the course and it may therefore be necessary for students to read ahead of the lectures. Essays must include a bibliography, which is excluded from the word count.
Nature of Task: The research essay is compulsory. Non-completion of this task will result in a 0 for this assessment task. It is not redeemable.
Weighting: 50%. The essay will be marked out of 100.
Word limit: 2,500 words
Release: Students may choose a topic from a list that will be made available by Tuesday 6 August 2019 at 4 pm on Wattle.
Due date: 4 pm Tuesday 10 September 2019 via Turnitin. Late submissions (without an extension) will be permitted, although late penalties will apply.
Estimated return date: Approximately four weeks from the submission date and, in any event, before the release of the take-home assignment (Assessment Task 4).
- Research of primary legal (case law and legislation) and scholarly secondary sources
- Persuasiveness of arguments and responsiveness to question
- Critical evaluation of material
- Creativity and originality of approach
- Structure including logical development of content
- Expression and written communication
- Referencing and compliance with AGLC
Assessment Task 3
Learning Outcomes: 1,2,5,6
Brief Description: Throughout the tutorial program students will be assessed by their tutor on their participation in the tutorials. Students must attend at least 5 out of the 6 tutorials to be eligible to receive a participation mark. A roll will be taken during each class, and it is the student's responsibility to ensure that his/her attendance is correctly recorded. Changes between tutorial groups are not permitted. Students attending less than 5 tutorials may apply to the course convenor for a participation mark if there are extenuating circumstances, with supporting evidence to be provided for every missed tutorial.
In each tutorial (except for the first) a number of students will be designated as discussion leaders. This designation will be made in the first tutorial. Students should ensure that they attend the first tutorial, and that they have been allocated a week to be a discussion leader. Discussion leaders will be required to identify for the class the issues that have to be addressed to answer the problem and guide the discussion. The discussion leaders are not required to answer the problem - that is the responsibility of the entire group.
Marks will be given by the tutor for valuable contribution across all of your tutorials, including your role as discussion leader. Students are expected to prepare in advance for all tutorials by reading the core materials, reflecting on the material covered, and considering the problem questions set for each class.
Nature of Task: Compulsory. Failure to participate will result in 0 marks for this task. It is not redeemable.
Due date: Ongoing during weeks 7-12 inclusive.
Estimated return date: Final tutorial participation marks will be made available to students via Wattle during the examination period at the end of the semester. Students can contact their tutor via e-mail after the marks have been made available to request feedback.
- Demonstration of preparation for class
- Understanding and application of relevant law and concepts
- Amount and value of verbal participation
- Effectiveness of verbal communication and delivery (volume, tone, precision, clarity)
- Questioning and critical approach to class content/material
- Contribution to shared student learning environment
Assessment Task 4
Learning Outcomes: 1,2,5
Brief Description: The take-home assignment will comprise a hypothetical-style problem question that will examine your knowledge and application of financial markets and takeovers law and strategy. All material covered in the lectures and tutorials may be covered in the problem. For this assessment task it is permissible (and encouraged) for you to discuss the problem with fellow students in the course, however you should write up your answers individually.
Nature of Task: Compulsory. Non-completion of this task will result in a 0 for this assessment task. It is not redeemable.
Duration: You will have 12 days to complete the take-home assignment.
Word limit: 2,500 words
Permitted Materials: Any
Release: The assignment will be released at 12 noon on the first day of the end-of-semester examination period, 31 October 2019, via the course Wattle site.
Due date: 4 pm Monday 11 November 2019 via Turnitin. Late submissions (without an extension) are permitted. although late penalties will apply.
Estimated return date: After final results are released via Turnitin.
- identify the relevant issues from the factual scenario presented in the question;
- identify and accurately explain the applicable legal principles, providing relevant authority in support;
- accurately and concisely apply the legal principles to the factual scenario, drawing by analogy from the cases and legislation considered in the course where relevant and appropriate;
- avoid irrelevant issues;
- provide a well-structured and written answer that responds to the question and organises ideas and arguments in a logical way.
Academic integrity is a core part of our culture as a community of scholars. At its heart, academic integrity is about behaving ethically. This means that all members of the community commit to honest and responsible scholarly practice and to upholding these values with respect and fairness. The Australian National University commits to embedding the values of academic integrity in our teaching and learning. We ensure that all members of our community understand how to engage in academic work in ways that are consistent with, and actively support academic integrity. The ANU expects staff and students to uphold high standards of academic integrity and act ethically and honestly, to ensure the quality and value of the qualification that you will graduate with. The University has policies and procedures in place to promote academic integrity and manage academic misconduct. Visit the following Academic honesty & plagiarism website for more information about academic integrity and what the ANU considers academic misconduct. The ANU offers a number of services to assist students with their assignments, examinations, and other learning activities. The Academic Skills and Learning Centre offers a number of workshops and seminars that you may find useful for your studies.
You will be required to electronically sign a declaration as part of the submission of your assignment. Please keep a copy of the assignment for your records. Unless an exemption has been approved by the Associate Dean (Education) submission must be through Turnitin.
For some forms of assessment (hand written assignments, art works, laboratory notes, etc.) hard copy submission is appropriate when approved by the Associate Dean (Education). Hard copy submissions must utilise the Assignment Cover Sheet. Please keep a copy of tasks completed for your records.
Individual assessment tasks may or may not allow for late submission. Policy regarding late submission is detailed below:
- Late submission not permitted. If submission of assessment tasks without an extension after the due date is not permitted, a mark of 0 will be awarded.
- Late submission permitted. Late submission of assessment tasks without an extension are penalised at the rate of 5% of the possible marks available per working day or part thereof. Late submission of assessment tasks is not accepted after 10 working days after the due date, or on or after the date specified in the course outline for the return of the assessment item. Late submission is not accepted for take-home examinations.
Accepted academic practice for referencing sources that you use in presentations can be found via the links on the Wattle site, under the file named “ANU and College Policies, Program Information, Student Support Services and Assessment”. Alternatively, you can seek help through the Students Learning Development website.
Extensions and Penalties
Extensions and late submission of assessment pieces are covered by the Student Assessment (Coursework) Policy and Procedure. The Course Convener may grant extensions for assessment pieces that are not examinations or take-home examinations. If you need an extension, you must request an extension in writing on or before the due date. If you have documented and appropriate medical evidence that demonstrates you were not able to request an extension on or before the due date, you may be able to request it after the due date.
Distribution of grades policy
Academic Quality Assurance Committee monitors the performance of students, including attrition, further study and employment rates and grade distribution, and College reports on quality assurance processes for assessment activities, including alignment with national and international disciplinary and interdisciplinary standards, as well as qualification type learning outcomes.
Since first semester 1994, ANU uses a grading scale for all courses. This grading scale is used by all academic areas of the University.
Support for students
The University offers students support through several different services. You may contact the services listed below directly or seek advice from your Course Convener, Student Administrators, or your College and Course representatives (if applicable).
- ANU Health, safety & wellbeing for medical services, counselling, mental health and spiritual support
- ANU Diversity and inclusion for students with a disability or ongoing or chronic illness
- ANU Dean of Students for confidential, impartial advice and help to resolve problems between students and the academic or administrative areas of the University
- ANU Academic Skills and Learning Centre supports you make your own decisions about how you learn and manage your workload.
- ANU Counselling Centre promotes, supports and enhances mental health and wellbeing within the University student community.
- ANUSA supports and represents undergraduate and ANU College students
- PARSA supports and represents postgraduate and research students
Corporate governance; government business enterprises; law and regulation; legislative process
Prof Stephen Bottomley