This course examines important facets of the regulation of corporations. It investigates the law and policy relating to the acquisition of control of corporations, particularly by takeover, and the regulation of financial markets generally. Topics to be covered include:

    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.

Learning Outcomes

Upon successful completion, students will have the knowledge and skills to:

1. Synthesise, evaluate and apply the relevant legal framework and mechanics of the legal rules relevant to the regulation of takeovers and securities regulation in Australia;
2. Critically evaluate the policies behind those relevant legal rules;
3. Hypothesise solutions to complex problems faced during corporate fundraising and corporate control transactions, applying expert judgement with independence;
4. Explore and critically analyse themes emerging within wider debates about regulation and corporate governance;
5. Design, plan and execute a research-based project with independence, applying knowledge gained in this course.

Required Resources

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).

Recommended Resources

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)

Staff Feedback

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

Student Feedback

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.

Other Information

Extensions late submission and penalties - https://law.anu.edu.au/current-students/policies-procedures/extensions-late-submission-and-penalties

Deferred examination: http://www.anu.edu.au/students/program-administration/assessments-exams/deferred-examinations

Special consideration: http://www.anu.edu.au/students/program-administration/assessments-exams/special-assessment-consideration

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.

Class Schedule

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.
3	As Above
4	As Above
5	As Above
6	As Above
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 Registration

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 Summary

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

Policies

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:

• Student Assessment (Coursework) Policy and Procedure
• Special Assessment Consideration Policy and General Information 
• Student Surveys and Evaluations
• Deferred Examinations
• Student Complaint Resolution Policy and Procedure

Assessment Requirements

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.

Participation

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

Wattle quiz

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.

Weighting: 0%

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

Research essay

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: 3,000 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).

Assessment Criteria:

• 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

Tutorial participation

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.

Weighting: 10%

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.

Assessment Criteria:

• 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

Take-Home Assignment

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.

Weighting: 40%

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.

Assessment Criteria:

• 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

Academic integrity is a core part of the ANU culture as a community of scholars. At its heart, academic integrity is about behaving ethically, committing to honest and responsible scholarly practice and upholding these values with respect and fairness.

The ANU commits to assisting all members of our community to 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 be familiar with the academic integrity principle and Academic Misconduct Rule, 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 Academic Misconduct Rule is in place to promote academic integrity and manage academic misconduct. Very minor breaches of the academic integrity principle may result in a reduction of marks of up to 10% of the total marks available for the assessment. The ANU offers a number of online and in person services to assist students with their assignments, examinations, and other learning activities. Visit the Academic Skills website for more information about academic integrity, your responsibilities and for assistance with your assignments, writing skills and study.

Online Submission

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.

Hardcopy Submission

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.

Late Submission

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.

Referencing Requirements

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.

Privacy Notice

The ANU has made a number of third party, online, databases available for students to use. Use of each online database is conditional on student end users first agreeing to the database licensor’s terms of service and/or privacy policy. Students should read these carefully. In some cases student end users will be required to register an account with the database licensor and submit personal information, including their: first name; last name; ANU email address; and other information.
In cases where student end users are asked to submit ‘content’ to a database, such as an assignment or short answers, the database licensor may only use the student’s ‘content’ in accordance with the terms of service – including any (copyright) licence the student grants to the database licensor. Any personal information or content a student submits may be stored by the licensor, potentially offshore, and will be used to process the database service in accordance with the licensors terms of service and/or privacy policy.
If any student chooses not to agree to the database licensor’s terms of service or privacy policy, the student will not be able to access and use the database. In these circumstances students should contact their lecturer to enquire about alternative arrangements that are available.

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