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.

Research-Led Teaching

1. Research-led teaching is a significant part of this course.
2. The course convenor will be teaching both the lectures and tutorial.
3. With academic training in law and economics, and substantial experiences in practicing law in major securities market, the course convenor will guide students to engage in interdisciplinary inquiries as to (a) what parties are trying to achieve in the financial markets, (b) why state needs to intervene and regulate these transactions, instead of relying upon contract law and torts to provide remedies to investors; and (c) comparative advantages of different approaches and regulatory tools.

Field Trips

None.

However, students are encouraged to reflect on their own professional and personal experiences about the securities and financial markets, with the theoretical framework and analytical tool to be introduced in the course.

Required Resources

At least two weeks before the beginning of each week, a weekly plan will be released detailing the required and recommended reading.

Required Legislation: 

• Corporations Act 2001 (Cth)
• Australian Securities and Investments Commission Act 2001 (Cth)

Recommended Resources

• Black, Ashley and Pamela Hanrahan, Securities and Financial Services Law (LexisNexis, 10th ed, 2021)
• Levy, Rodd, Takeovers Law and Strategy (Thomson Reuters, 6th ed, 2022)
• Redmond, Paul, Corporations and Financial Markets Law (Thomson Reuters, 7th ed, 2022)
• Austin, Robert and Ian Ramsay, Ford, Austin and Ramsay’s Principles of Corporations Law (LexisNexis, 17th ed, 2018)
• Bottomley, Stephen et al, Contemporary Australian Corporate Law (Cambridge University Press, 2nd ed, 2021)

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). Feedback can also be provided to Course Conveners and teachers via the Student Experience of Learning & Teaching (SELT) feedback program. SELT surveys are confidential and also provide the Colleges and ANU Executive with opportunities to recognise excellent teaching, and opportunities for improvement.

Other Information

Task submission times refer to Canberra time (AEST/AEDT).

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

Word length and excess word penalties: https://law.anu.edu.au/current-students/policies-procedures/word-length-and-excess-word-penalties

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 any announcements relating to the course.

Class Schedule

Week/Session	Summary of Activities	Assessment
1	Overview of Financial Markets & Theories of Financial Regulation	Release Optional topics for Tutorial group presentation/discussions. Allocation for Tutorial group presentation/discussions
2	Securities Market & Regulation
3	Financial Regulators: e.g. ASIC
4	Distribution of Securities: Initial Public Offering & Underwriting	Tutorial: group presentation/discussions
5	Issuers: Mandatory Disclosure & Liabilities	Tutorial: Group presentation/discussions
6	Market Intermediaries (gatekeepers): Licensing & Liabilities	Tutorial: Group presentation/discussions
7	Securities Enforcement & Shareholder Class Actions	Tutorial: Group presentation/discussions
8	Takeovers: Rational, Challenges & Directors' Duties	Tutorial: Group presentation/discussions
9	Regulation of Market Conduct: Insider Trading & Consumer Protection	Tutorial: Group presentation/discussions
10	Regulation of Other Financial Transactions: Crypto Currencies	Tutorial: Group presentation/discussions
11	International Financial Regulation	Tutorial: Group presentation/discussions
12	Financial Market and Social Justice	Tutorial: Group presentation/discussions

Tutorial Registration

ANU utilises MyTimetable to enable students to view the timetable for their enrolled courses, browse, then self-allocate to small teaching activities / tutorials so they can better plan their time. Find out more on the Timetable webpage.

Assessment Summary

Assessment task	Value	Due Date	Learning Outcomes
Seminar and Tutorial Attendance	0 %	*	1,2,3,4
Two Tutorial Group Presentations/Discussions	40 %	*	1,2,3,4
Independent Research Essay	50 %	02/11/2023	1,2,3,4,5
Response Video	10 %	02/11/2023	1,2,3,4,5

* 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 Integrity Rule before the commencement of their course. Other key policies and guidelines include:

• Academic Integrity Policy and Procedure
• Student Assessment (Coursework) Policy and Procedure
• Special Assessment Consideration Guideline and General Information 
• Student Surveys and Evaluations
• Deferred Examinations
• Student Complaint Resolution Policy and Procedure
• Code of practice for teaching and learning

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 Academic Skills 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

For all courses taught in any mode (whether face to face or online), the ANU College of Law considers participation in the classes offered to be an important part of the educational experience of the program. Students are expected to attend all classes and participation will be assessed.

In order to take advantage of the discussion that will occur in lectures and tutorials, please read the required readings prior to attending classes. Students are expected to prepare for tutorials and to engage critically in the discussion that takes place in tutorials. 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.

Assessment Task 1

Seminar and Tutorial Attendance

Details of Task: The weekly seminars and tutorials are both the core activities in this course. They commence in Week 1 of the semester through to Week 12.

Students must attend (a) at least 10 of the 12 seminars; AND (b) all of the tutorials. Students who miss more than 2 seminars or any tutorials without documented illness or special circumstances will receive a penalty of 5 marks deducted from the student’s overall mark for the course.

Nature of Task: Compulsory and non-redeemable. Failure to attend (a) 10 out of 12 seminars; AND (b) all of the tutorials will result in 5 marks being deducted from a student's overall course mark.

Weighting: 0% (with a penalty of 5%)

Estimated Return Date: Official end of semester results release date.

Assessment Criteria: Attendance of 10 out of 12 seminars AND all of the tutorials.

Assessment Task 2

Two Tutorial Group Presentations/Discussions

Details of Task: For tutorials in Week 4-12, each student must prepare and take part in two group presentations/discussion starters. Each group shall present for 15-20 minutes and the presentation shall be based upon the topic covered in the lecture and the required readings for the same week. No additional research is necessary. A detailed roster and a list of topics for Week 4-12 will be provided on Wattle. Students will present in groups, but each student will be graded independently based on their individual performance and co-operation with others within the group. As per ANU policy, all presentations will be recorded.

Nature of Task: Compulsory and non-redeemable. Failure to submit this assessment will result in a mark of zero for this assessment task.

Weighting: 40% (20% for each presentation)

Due Date: Ongoing. Due to the nature of the task, late submission or extension is not permitted.

Estimated Return Date: Within one week of your group's presentation.

Assessment Criteria: An assessment rubric will be made available on Wattle. Criteria include:

1. understanding and discussion of relevant issues;
2. creativity and originality of approach;
3. effective presentation and delivery;
4. engagement with the audience; and
5. ability to work as group to make cohesive presentation.

Assessment Task 3

Independent Research Essay

Details of Task: This assignment will involve you writing a research essay on an area of the law covered in the course. A list of topic will be provided on Wattle. You may also opt to write on a topic of their own choosing, but you must seek approval from your convenor before you start working on any self-nominated topics. Importantly, please make sure to familiarise yourself with the University's academic integrity principles here.

Nature of Task: Compulsory and non-redeemable. Failure to submit this assessment will result in a mark of zero for this assessment task.

Weighting: 50%

Word Limit: 3500 words. There is no need to include a bibliography. The ANU College of Law's Word Length and Excess Word penalties policy can be found here.

Submission Requirements: Footnotes should be used for the referencing of all sources (ie anything you did not write or think of yourself). All references should be compliant with the current edition of the Australian Guide to Legal Citation. Your submission must be made in a word processing file format (.doc, .docx). PDF files will not be accepted.

Due Date: 5pm, 2 November 2023. Late submissions (without an extension) are permitted, but late penalties will apply. 

Estimated Return Date: Official end-of-semester results release date.

Assessment Criteria: An assessment rubric will be provided on Wattle. The three general criteria (to be described in greater detail in the rubric) are:

1. Evidence of broad knowledge of the subject and of any relevant course themes;
2. Depth of analysis (centered around a single, easily identifiable, well-crafted and persuasive argument); and
3. Clarity and care of expression.

Assessment Task 4

Response Video

Details of Task: This assignment will require each student to submit a short response video at the end of the semester. Importantly, please make sure to familiarise yourself with the University's academic integrity principles here.

1. The video must be between three (3) and five (5) minutes long. You must indicate your name and student ID at the beginning of your video. You must also ensure the background in your video does not interfere with the contents of your video and that your voice is clear.
2. The video must be a response about what you have learnt in this course, including but not limited to: what part of this course that you found most interesting/useful?
3. If your answer is positive, briefly explain why; and
4. If you find nothing interesting or useful in this course, suggest a few things to improve the course.
5. The video can be on the substance of the course or the way it was delivered.

Nature of Task: Compulsory and non-redeemable. Failure to submit this assessment will result in a mark of zero for this assessment task.

Weighting: 10%

Time Limit: 3-5 minutes. Where a video exceeds 5 minutes, only the first 5 minutes of that video will be marked.

Due Date: 5pm, 2 November 2023. Late submissions (without an extension) are permitted, but late penalties will apply. 

Estimated Return Date: Official end-of-semester results release date.

Assessment Criteria: An assessment rubric will be provided on Wattle. The three general criteria (to be described in greater detail in the rubric) are:

1. Comments are specific and closely related to the course;
2. Clarity and care of expression; and
3. Depth of analysis.

Academic Integrity

Academic integrity is a core part of the ANU culture as a community of scholars. The University’s students are an integral part of that community. The academic integrity principle commits all students to engage in academic work in ways that are consistent with, and actively support, academic integrity, and to uphold this commitment by behaving honestly, responsibly and ethically, and with respect and fairness, in scholarly practice.

The University expects all staff and students to be familiar with the academic integrity principle, the Academic Integrity Rule 2021, the Policy: Student Academic Integrity and Procedure: Student Academic Integrity, and to uphold high standards of academic integrity to ensure the quality and value of our qualifications.

The Academic Integrity Rule 2021 is a legal document that the University uses to promote academic integrity, and manage breaches of the academic integrity principle. The Policy and Procedure support the Rule by outlining overarching principles, responsibilities and processes. The Academic Integrity Rule 2021 commences on 1 December 2021 and applies to courses commencing on or after that date, as well as to research conduct occurring on or after that date. Prior to this, the Academic Misconduct Rule 2015 applies.

 

The University commits to assisting all students to understand how to engage in academic work in ways that are consistent with, and actively support academic integrity. All coursework students must complete the online Academic Integrity Module (Epigeum), and Higher Degree Research (HDR) students are required to complete research integrity training. The Academic Integrity website provides information about services available to assist students with their assignments, examinations and other learning activities, as well as understanding and upholding academic integrity.

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 tests or examinations.
• Late submission with an extension. To ensure equity for all students, the 5% penalty per working day for late submission of work does not apply if you have been granted an extension. Where an extension is granted, the revised due date and submission time will be provided in writing. Importantly, any revised due date is inclusive of weekends and public holidays. Regardless of which day of the week the revised due date falls on, students who submit after that date will be penalised by 5% of the possible marks available for the task per 24-hour period.

Referencing Requirements

The Academic Skills website has information to assist you with your writing and assessments. The website includes information about Academic Integrity including referencing requirements for different disciplines. There is also information on Plagiarism and different ways to use source material.

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.

Resubmission of Assignments

Resubmission will not be available.

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 Access 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