Learning Outcomes

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

1. 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;
2. Describe, discuss, explain, analyse and critique the policies behind those rules;
3. Analyse, consolidate and synthesise knowledge to identify solutions to complex problems faced during corporate fundraising and corporate control transactions, with intellectual independence;
4. Recognise, explain and analyse themes emerging within wider debates about regulation and corporate governance;
5. Design, plan and execute a research project, with some independence;
6. Engage in respectful communication and debate with staff and peers.

Research-Led Teaching

1. Research-led teaching is a significant part of this course.
2. Reading list for each week's lecture will be posted on Wattle site at least 2 weeks before the relevant lectures. In addition to mandatory readings, there are substantial amount of optional reading consisting of academic papers, policy papers, etc...
3. With academic training in law and economics, and substantial experiences in practicing law in major securities markets, 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) what challenges that private ordering (contracts, corporate charts and self-regulation etc..) may face;

(c) what reasons might justify state intervention to regulate voluntary transactions in the financial market, and

(d) comparative advantages of different approaches and regulatory tools, drawing insights from regulatory theories and institutional arrangements across different jurisdictions.

Field Trips

None.

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

Required Resources

At least two weeks ahead, a weekly plan will be released on Wattle under the heading of each week.

Some of the required readings are from this following book:

• Black, Ashley and Pamela Hanrahan, Securities and Financial Services Law (LexisNexis, 10th ed, 2021)

Required Legislation: 

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

Recommended Resources

Generally recommended textbooks:

• 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)

The weekly reading list will also include certain optional readings, including academic research papers, policy papers, etc...

Suggestions on improving literacy of financial market and regulations

1.1 pick up a financial journal and go through it every day or every other day, such as: 

·      the Australian Financial Review (www.afr.com)

·      the Financial Times (www.ft.com)

·      the Wall Street Journal (www.wsj.com) 

·      the Economist (www.economist.com) 

Many articles and especially past articles are free. ANU and many institutions that employ you might have subscriptions for general knowledge and task-specific knowledge of their employees, e.g. banks, law firms, etc.. 

1.2 On a particular subject that you are interested:  

·      conduct a Google search can put you into a good start;

·      conduct a Google Scholar search, if you have more intellectual curiosity and interests in an academic career; 

·      go to the official website of major regulators in major financial markets in the world, such as:

o  ASIC (Australian Securities and Investment Commission):  Regulatory resources | ASIC

o  the SEC (the US Securities & Exchange Commission): www.sec.gov

o  FCA (the Financial Conduct Authorities of the UK): www.fca.gov

o  PRA, Bank of England (the Prudential Regulatory Authority of the UK): Prudential regulation | Bank of England

o  the EU financial services system: European System of Financial Supervision (ESFS) | Fact Sheets on the European Union | European Parliament (europa.eu)

1.3  Search for videos or courses online

·      Some great universities provided free online courses and videos, such as 

o  Open Yale Courses (www.oyc.yale.edu)

o  Standard online courses (https://online.stanford.edu/)

o  MIT Open Course Ware (https://ocw.mit.edu)

 

1.4 pick up some very fun and very approachable books on financial markets, such as: 

·      any books written by Michael Lewis (e.g. The Big Short)

·      A Random Walk Down Wall Street: The Time-Tested Strategy for Successful Investing

·      When Genius Failed: The Rise and Fall of Long-Term Capital Management

·      Barbarians at the Gate: The Fall of the RJR Nabisco 

·      More Money Than God: Hedge Funds and the Making of a New Elite 

Staff Feedback

Students will be given feedback in the following forms in this course:

• written comments
• verbal comments

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

Extenuating circumstances: https://www.anu.edu.au/students/program-administration/assessments-exams/extenuating-circumstances-application

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

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

Distribution of grades policy: 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 any announcements relating to the course.

Artificial Intelligence (AI)

The ANU Academic Integrity website provides information about services available to assist students with their assignments, examinations and other learning activities, as well as providing clear guidance on the responsible and ethical use of AI technologies.

The following resources may also be useful:

• The ANU Library's Libguide is a valuable resource for gaining a comprehensive understanding of AI's role in academia.

• The ANU Academic Skills site provides useful information to ensure that you leverage AI responsibly and effectively.

• The ANU College of Law Academic Integrity and Misconduct site provides content related to legal implications, ethical guidelines, and considerations when dealing with AI in the context of law.

Class Schedule

Week/Session	Summary of Activities	Assessment
1	Overview of Financial Markets & Theory of Financial Regulation	In line with the University’s recording policy, lectures will be recorded and made available for students on Echo360. However, lecture recordings are only an additional resource and they should not be taken as a substitute for regular attendance. If a recording does fail, there is no guarantee a replacement recording will be provided. Review: Q&As on Wattle Forum
2	Securities Market & Regulations	Review: Q&As on Wattle ForumMock presentation volunteers confirmed.
3	Financial Regulators: e.g. ASIC	AT1 (0%)released on 8 March & due on 13 March, 2024 Team composition & allocation of topics released for AT3 (30%)
4	Distribution of Securities: Initial Public Offering & Underwriting	Feedback on AT1 Review: Q&As on Wattle Forum
5	Issuers: mandatory disclosures & liabilities	Mock team presentation IFeedback
6	Market Intermediaries (gatekeepers): licensing and liabilities	Mock team presentation IIFeedback
7	Securities Enforcement & Shareholder Class Actions	AT2 (0%) released on 19 April & due on 24 April, 2024
8	Takeovers: Rational, Challenges & Directors’ duties	Feedback on AT2
9	Regulation of Market Conduct: Insider Trading & Consumer Protection	Discuss topics for AT4 (60%)Q&As on Wattle Forum
10	Regulation of Other Financial Transaction: crypto currencies
11	Guest lecture I On the broad picture of financial fraud and legal and regulatory intervention	AT3 (30%) due on 5pm Monday, 13 MayDiscuss topics for AT4 Q&As on Wattle Forum
12	Review	Discuss topics for AT4Q&As on Wattle Forum

Tutorial Registration

There are no tutorials in this course.

Assessment Summary

Assessment task	Value	Due Date	Return of assessment	Learning Outcomes
Self-paced quizzes I (W1-3)	0 %	*	*	1
Self-paced quizzes II (W4-6)	0 %	*	*	1
Team presentation on lecture topics (30%)	30 %	13/05/2024	24/05/2024	1,2,3,4
Independent research essay (60%)	60 %	30/05/2024	*	1,2,3,4,5
Course Participation: Individual reflection video (10%)	10 %	30/05/2024	*	1,2

* 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.

Examination(s)

There will be no examination(s) for this course.

Assessment Task 1

Self-paced quizzes I (W1-3)

Details of Task: Self-paced quizzes in Wattle on the topics covered in lectures in Week 1-3.

Nature of Task: Optional. This assessment task is designed to give students an opportunity to receive feedback on their progress in the course.

Weighting: 0%

Release: 5pm, Friday, 8 March 2024

Due Date: The optional online quiz will remain open until 15 April 2024. As this quiz is open for more than 24 hours, no time adjustments or extensions shall be applied for this task.

Estimated Return Date: Results are available immediately upon completion of quiz.

Assessment Criteria: This task is marked automatically according to accuracy of understanding of course content.

Assessment Task 2

Self-paced quizzes II (W4-6)

Details of Task: Self-paced quizzes in Wattle on the topics covered in lectures in Week 4-6.

Nature of Task: Optional. This assessment task is designed to give students an opportunity to receive feedback on their progress in the course.

Weighting: 0%

Release: 5pm, Friday 19 April 2024

Due Date: The optional online quiz will remain open for attempts throughout the semester. As this quiz is open for more than 24 hours, no time adjustments or extensions shall be applied for this task.

Estimated Return Date: Results are available immediately upon completion of quiz.

Assessment Criteria: This task is marked automatically according to accuracy of understanding of course content.

Assessment Task 3

Team presentation on lecture topics (30%)

Details of task:

a.    The composition of teams and the corresponding topics of lectures (assigned randomly) will be announced at the end of Week 3.

b.    Each team shall be required to present on the assigned lecture topics and are expected to meet and collaborate to complete this task. 

c.    Each team shall present:

·      on a topic related to one of the lectures for Week 1 through to Week 9 (as assigned to each team in Item (a) above), and

·      for 15-20 minutes (depending on the size of the team).

d.    Each member of the team will be assessed and graded separately on thier individual performance in the presentation, but team coordination will be considered (as indicated in the rubric below). 

e.    Each presentation shall be accompanied with PowerPoints (PPTs) slides and the PPTs shall be submitted in Wattle.

f.    Each presentation shall be recorded live in Zoom and the Zoom link shall be submitted in Wattle. 

g.    The video recording on Zoom should show the full face of each relevant student while they are presenting. 

Production of video:

(a)  students must ensure the background in your video does not interfere with the contents of your video and that your voice and image are clear.

(b) no background music is allowed.

(c)  the background is stable and not moving, and it is as plain as possible; and

(d) there’s no need to waste time on editing it or putting any special effects: the contents and substance of your statement is much more important than how fancy your video might look.

Rubric: 

80% Presentation

Scoping of the presentation topic reflects consideration of the following factors:

• time limit for the presentation,
• team capacity, and
• nature of the audience. 

Contents of presentation:

• Address real questions with substantial implication to law, instead of purely conceptual/logical questions, and 
• Provide new information, perspectives, and/or opinion.

Structure & logic of the presentation

• Clarity in presentation (based upon familiarity of the substance) 

Familiarity with one’s own sections, including the materials underlying one's own presentations:

• Merely reading from a transcript will be evident and will attract low marks. 

Engaging presentation and effective communication to an audience (e.g. necessary eye contact and pauses)

Time compliance 

10% Team coordination

• Logical connection between different section of the presentation,
• Fair distribution and undertaking of responsibilities among team members, and
• Each team member’s familiarity of the overall presentation, in addition to one’s own section.   

10% PPTs for presentations

• aids to presentations, instead of being transcripts for presenters.
• the name and student ID of each student responsible for the relevant part of the presentation.
• no credit for “fancy” or otherwise over-edited slides. 

Mock Team Presentation: to showcase the requirements of this AT3, two teams of volunteers (confirmed around the end of Week 2) will conduct mock presentations in Week 5 & Week 6 lectures on topics covered up to the lecture in Week 6: 

(a)  each team will present for 15 minutes,

(b) the course convenor will provide feedback in the class immediately after each presentation, and

(c)  the mock team presentation will not be graded.

Invited Presentation: to share the achievement of teamwork and to celebrate the completion of the intellectual journey for this term, several teams will be invited to present live in the Week 12 lecture based upon teams' performance as recorded and submitted in the Zoom video.

(a)  The invited teams will be informed by the course convenor via email by 8am, Friday, 17 May 2024: please ensure that you check your ANU email regularly. 

(b) No penalty will be imposed for turning down the invitation to present in Week 12, Friday, 24 May 2024; and

(c)  the teams which agreed to present in Week 12 will NOT be marked down from the marks on their original performance as recorded in Zoom and submitted to Wattle.  

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

Weighting: 30%

Duration: 15-20 minutes (depending on the size of the team).

Due date (for uploading the link to Zoom recorded video & PPTs): 5pm, Monday, 13 May 2024. Due to the nature of the task, late submission or extension is not permitted.

Estimated return date: 24 May 2024

Assessment Task 4

Independent research essay (60%)

Details of Task:

(a)  The essay must address a question with legal and/or legal implication, instead of a pure conceptual or logical question.

(b) The scope of this question also needs to align with the word limit and the capabilities of the author.

(c)  The essay may take various forms, including but not limited to:

i.    the form of a law reform submission, setting out specific suggestions for law reform and the corresponding reasons for proposing these suggestions,

ii.    a summary of enforcement by certain regulator(s) and comments on these enforcement activities; or

iii.    comparison and comment on different approach of law and regulation of Australia and another jurisdiction in address similar problems in the financial market.     

(d) Students are encouraged to discuss the choice of potential topics with the course convenor sooner rather than later. 

(e)  Each student must complete this essay independently and comply with all of ANU’s academic integrity principles and must meet the following requirements:

i.   The essay must be research-based and have footnotes where necessary. 

ii. There is no need for a list of reference or bibliography. 

iii. The Essay must meet be in the fond of New Times Rome (Size 12 for body text and Size 8 for footnotes), double-spaced, properly paginated.  

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

Weighting: 60%

Due date: 5pm, Thursday, 30 May 2024. Due to the nature of the task, late submission (without an extension) is NOT permitted. Where you have not been granted an extension, any submission after the due time will not be accepted and a mark of zero will be awarded.

Word limit: 3,500 words. The word limit will be strictly applied. The ANU College of Law's Word Length and Excess Word penalties policy can be found here. 

Estimated return date: official end of semester results release date. 

Assessment Task 5

Course Participation: Individual reflection video (10%)

Details of Task:

The purpose of this reflective task is to demonstrate your participation in the course seminars.

As a minimum, please ensure that you cover the following points in your reflection:

(1) Which seminars did you find most useful in assisting you to understand the relevant legal framework and the mechanics of the legal rules relevant to the regulation of takeovers and securities regulation in Australia and please provide the reasons why?

(2) Which seminars did you find interesting but most challenging? Please explain briefly.

(3) Which Mock Presentation or Invited Presentations (as referred to in AT3 above) you found most helpful? Please provide brief reasons. 

A summary of your independent research essay (AT3) would not meet the above content requirements.

Duration (The length of video): 4-6 minutes. I will stop watching and only grade the first 6 minutes of the video if the video is longer than 6 minutes.

Formality: It must be submitted ONLY in the format of MP4.

Due date: 5pm, Thursday, 30 May 2024. Due to the nature of the task, late submission (without an extension) is NOT permitted. Where you have not been granted an extension, any submission after the due time will not be accepted and a mark of zero will be awarded.

Academic Integrity: This video must be completed by yourself independently and it will be assessed on a purely individual basis, in addition to compliance with all of ANU’s academic integrity principles here.

Please announce you name and student UID clearly and ensure that your Student ID card is clearly displayed.

Students may get their classmates or friends to hold the device to record the video for them.

Students must ensure the background in your video does not interfere with the contents of your video and that your voice and image are clear:

• no background music is allowed,
• the background is stable and not moving, and it is as plain as possible, and
• please DO NOT waste time on editing it or putting any special effects: the contents and substance of your statement is much more important than how fancy your video might look.  

Estimated return date: official end of semester results release date.

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. You must ensure that you upload the correct document on the specified submission due date and time. Any document modified after the due date and time will either incur a late penalty or will NOT be accepted. Unless an exemption has been approved by the Associate Dean (Education), submission must be through Turnitin in a word processing file format (.doc, .docx). Electronic copies in .pdf file format are not acceptable.

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.

Returning Assignments

All marks and feedback will be provided by the return date listed in the class summary.

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 is not guaranteed. Please ensure that you have reviewed your submission carefully before you submit.

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 all ANU students