- Class Number 9538
- Term Code 3060
- Class Info
- Unit Value 6 units
- Mode of Delivery Online or In Person
- Prof Pamela Hanrahan
- Class Dates
- Class Start Date 27/07/2020
- Class End Date 30/10/2020
- Census Date 31/08/2020
- Last Date to Enrol 03/08/2020
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.
Upon successful completion, students will have the knowledge and skills to:
- 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;
- Critically evaluate the policies behind those relevant legal rules;
- Hypothesise solutions to complex problems faced during corporate fundraising and corporate control transactions, applying expert judgement with independence;
- Explore and critically analyse themes emerging within wider debates about regulation and corporate governance;
- Design, plan and execute a research-based project with independence, applying knowledge gained in this course.
R Baxt, A Black and P Hanrahan, Securities and Financial Services Law (LexisNexis, 9th ed, 2017)
Students will also have purchased Stephen Bottomley, Kath Hall, Peta Spender and Beth Nosworthy, Contemporary Australian Corporate Law (Cambridge University Press, 2017) during their studies of corporations law. Some chapters of this book will also be used. These will be indicated on the course Wattle site.
Students must have a 2020 edition of the Corporations Act 2001 (Cth).
Other materials will be made available on Wattle.
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)
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||Recorded lecture - 1 hour - Introduction Recorded lecture - 1 hour - Participants and deals|
|2||Recorded lecture - 1 hour - Evolution of the legal and regulatory framework Recorded lecture - 1 hour - Role and powers of ASIC Online tutorial - 2 hours|
|3||Recorded lecture - 1 hour - Issuers: conducting a regulated securities offer Recorded lecture - 1 hour - Issuers: conducting a regulated MIS offer|
|4||Recorded lecture - 1 hour - Issuers: alternate forms of fundraising Recorded lecture - 1 hour - Issuers: continuous disclosure Online tutorial - 2 hours|
|5||Recorded lecture - 1 hour - Issuers: liability for defective disclosure Recorded lecture - 1 hour - Securities class actions|
|6||Recorded lecture - 1 hour - Intermediaries: AFS licencing Recorded lecture - 1 hour - Intermediaries: The broker-client relationship Online tutorial - 2 hours|
|7||Recorded lecture - 1 hour - Market conduct: market manipulation Recorded lecture - 1 hour - Market conduct: insider trading|
|8||Recorded lecture - 1 hour - Market operators and infrastructure: licensing Recorded lecture - 1 hour - Market operators: Role and regulation of ASX Online tutorial - 2 hours|
|9||Recorded lecture - 1 hour - Control transactions: introduction and issues Recorded lecture - 1 hour - Takeovers: the 20% threshold and regulated bids|
|10||Recorded lecture - 1 hour - Takeovers: the bidder Recorded lecture - 1 hour - Takeovers: the target Online tutorial - 2 hours|
|11||Recorded lecture - 1 hour - Takeovers: disputes and the Panel Recorded lecture - 1 hour - Schemes of arrangement and trust mergers|
|12||Recorded lecture - 1 hour - Derivatives markets and FICC markets Recorded lecture - 1 hour - COVID19 and market disruptions Online tutorial - 2 hours|
Details will be made available on Wattle
|Assessment task||Value||Due Date||Return of assessment||Learning Outcomes|
|Wattle quiz||10 %||04/09/2020||04/09/2020||1|
|Research essay||50 %||14/09/2020||12/10/2020||1,2,3,4,5|
|Take-Home Assignment||40 %||13/11/2020||03/12/2020||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 Academic Integrity . 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 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 questions will focus on knowledge arising from weeks 1-4 of the course. This quiz is an INDIVIDUAL EXAMINATION ITEM - students are not to consult any other person with respect to any of the questions in the quiz. Further information about the quiz will be available closer to the date of the quiz via Wattle. This is an open book task.
Nature of Task: Compulsory. Non-completion of this task will result in a 0 for this assessment task. It is not redeemable.
Release: 6:30PM (AEST) Friday 4 September 2020. The quiz will commence at 6:30pm and close at 7.30pm. The timing of the quiz is universal; i.e. if a student logs on at 7pm instead of 6:30pm, they will only have 30 minutes in which to complete the quiz. The quiz must be completed in a single session; ie once a student logs out of the quiz they will not be permitted to log back in.
Due date: 7:30PM (AEST) Friday 4 September 2020
Estimated return date: Once all students have completed the quiz.
Assessment Criteria: understanding of corporations law rules and principles; interpreting and applying the Corporations Act 2001 (Cth)
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.
Word limit: 3,000 words
Release: Students must choose a topic from a list that will be made available by Tuesday 11 August 2019 at 4 pm on Wattle.
Due date: 5pm Monday 14 September 2020 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 3).
- 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
Brief Description: The take-home assignment will comprise one or two hypothetical-style problem questions 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.
Word limit: 2,500 words
Release: The assignment will be released at 12 noon on the first day of the end-of-semester examination period, 5 November 2020, via the course Wattle site.
Due date: 5pm Friday 13 November 2020 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 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.
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. Extensions may be granted 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