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Schemes of Arrangement (LAWS70316)
Graduate coursework level 7Points: 12.5Not available in 2017
Overview
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In the field of takeovers, company mergers and other corporate reconstructions, schemes of arrangement are playing an ever increasing role. In the takeover sphere, schemes have often been used in recent times as an alternative to using the takeover provisions in Chapter 6 of the Corporations Act 2001 (Cth). This subject will address what a scheme of arrangement is and the role that schemes play in these fields of commercial activity, particularly in the area of takeovers. The role played by the court and the Australian Securities and Investment Commission (ASIC) at each relevant stage of the scheme process as well as practical considerations and guidance in connection with obtaining court approval to a scheme are among the topics that will be addressed in this subject. The lecturers are both commercial barristers at the Victorian Bar whose areas of practice include schemes of arrangement.
Principal topics will include:
- What a scheme of arrangement is and the role schemes play in the field of takeovers, company mergers and other corporate reconstructions
- The statutory framework applicable to schemes of arrangement
- Statutory and other requirements governing schemes of arrangement and their approval
- The role of the court at each of the first court hearing (the ‘meeting hearing’) and the second court hearing (the ‘approval hearing’)
- The role of ASIC
- Practical considerations and guidance – including potential pitfalls – in connection with the approval process
- Issues that are to be considered and addressed in connection with the obtaining of shareholder and court approval. Topics to be drawn from matters such as:
- Notice requirements
- The scheme booklet: Content and approval
- Meetings of shareholders: How, what, when and why
- Classification of schemes and classes of members
- Independent experts
- Break fees and exclusivity provisions
- Warranties and performance risk
- Overseas interests
- Impact on third parties: Chapter 6 avoidance, ASIC position and Section 411(17) of the Corporations Act 2001 (Cth)
- Abrogation of fiduciary duties
- Forum consideration and differing judicial approaches
- Opposition at court hearings and the court’s ‘approval’ discretion
- Reform issues and consequences and the role and impact of the Corporations and Markets Advisory Committee on the future regulation of schemes. This subject does not address schemes of arrangement in the insolvency context.
Intended learning outcomes
A student who has successfully completed this subject should:
- Understand the role and purpose of schemes of arrangement in the field of takeovers, company mergers and other corporate reconstructions
- Understand the role of the court at each stage of the court approval process
- Understand what is required in order to obtain shareholder and court approval of a proposed scheme of arrangement, including knowledge of the primary matters to be considered and addressed at each stage of the approval process
- Understand the role played by the Australian Securities and Investments Commission (ASIC) in connection with proposed schemes of arrangement
- Understand the practical considerations and steps to seeking and obtaining court approval
- Appreciate and understand the issues that have influenced debate regarding reform and be in a position to form their own views about the issues and related matters.
Last updated: 3 November 2022
Eligibility and requirements
Prerequisites
It is recommended that students have studied company law or a comparable subject, or have relevant corporate experience.
Corequisites
None
Non-allowed subjects
None
Recommended background knowledge
Applicants without legal qualifications should note that subjects are offered in the discipline of law at an advanced graduate level. While every effort will be made to meet the needs of students trained in other fields, concessions will not be made in the general level of instruction or assessment. Most subjects assume the knowledge usually acquired in a degree in law (LLB, JD or equivalent). Applicants should note that admission to some subjects in the Melbourne Law Masters will be dependent upon the individual applicant’s educational background and professional experience.
Inherent requirements (core participation requirements)
The University of Melbourne is committed to providing students with reasonable adjustments to assessment and participation under the Disability Standards for Education (2005), and the Assessment and Results Policy (MPF1326). Students are expected to meet the core participation requirements for their course. These can be viewed under Entry and Participation Requirements for the course outlines in the Handbook.
Further details on how to seek academic adjustments can be found on the Student Equity and Disability Support website: http://services.unimelb.edu.au/student-equity/home
Last updated: 3 November 2022
Assessment
Additional details
Class participation (15%)
10,000 word research paper (85%) on a topic approved by the subject coordinator
Last updated: 3 November 2022
Dates & times
Not available in 2017
Time commitment details
The pre-teaching period commences four weeks before the subject commencement date. From this time, students are expected to access and review the Reading Guide that will be available from the LMS subject page and the subject materials provided by the subject coordinator, which will be available from Melbourne Law School. Refer to the Reading Guide for confirmation of which resources need to be read and what other preparation is required before the teaching period commences.
Additional delivery details
This subject has a quota of 30 students. Please refer to the Melbourne Law Masters website for further information about the management of subject quotas and waitlists.
Last updated: 3 November 2022
Further information
- Texts
Prescribed texts
Core subject materials will be provided free of charge to all students. Some subjects require further texts to be purchased. Details regarding any prescribed texts will be provided prior to the commencement of the subject.
- Related Handbook entries
This subject contributes to the following:
Type Name Course Graduate Diploma in Corporations and Securities Law Course Graduate Diploma in Legal Studies Course Master of Commercial Law Course Master of Laws - Links to additional information
law.unimelb.edu.au
- Available through the Community Access Program
About the Community Access Program (CAP)
This subject is available through the Community Access Program (also called Single Subject Studies) which allows you to enrol in single subjects offered by the University of Melbourne, without the commitment required to complete a whole degree.
Entry requirements including prerequisites may apply. Please refer to the CAP applications page for further information.
Additional information for this subject
If required, please contact law-admissions@unimelb.edu.au for subject coordinator approval.
Last updated: 3 November 2022