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Mergers, Acquisitions & Capital Markets (LAWS50108)
Graduate coursework level 5Points: 12.5On Campus (Parkville)
To learn more, visit 2023 Course and subject delivery.
About this subject
- Overview
- Eligibility and requirements
- Assessment
- Dates and times
- Further information
- Timetable(opens in new window)
Contact information
Semester 2
Lecturers
Tim McEwen (Coordinator)
Neil Pathak
Email: law-masters@unimelb.edu.au
Phone: 13 MELB (13 6352), International: +(61 3) 9035 5511
Website: law.unimelb.edu.au
Overview
Availability(Quotas apply) | Semester 2 |
---|---|
Fees | Look up fees |
Australian corporate law has become highly specialised. In particular the regulation of capital markets, securities offerings, mergers and acquisitions (M&A), takeovers and schemes of arrangement has become increasingly detailed and intricate. Market participants need to have an understanding not only of the black letter law relevant to corporate transactions, but also of the policies and theories underlying that law, and guidance from regulators including the Australian Securities and Investments Commission, the Australian Securities Exchange and the Takeovers Panel. Ultimately, to be successful in M&A and securities transactions, companies and their advisers need a thorough understanding of tactics and strategy and how they fit within the law, policies and procedures.
This subject covers the major areas of public company M&A law, practice and strategy including takeovers, schemes of arrangement, capital raisings, ASX listing rules, insider trading and Takeovers Panel disputes. This course includes lectures from leading M&A practitioners, and analyses recent transactions to illustrate the legal principles and tactical strategy covered in the subject. The course is intended to provide students wishing to pursue a career in corporate/ M&A legal practice or in investment banking/financial markets with relevant specialist knowledge.
Topics to be covered include:
- The principles of takeovers law and capital raising/securities offerings in Australia and their application to public company transactions;
- Comparative analysis of takeover regulation in Australia, the United Kingdom, the United States;
- Negotiated acquisitions and disposals and the interplay between fiduciary duties, Takeovers Panel policy and exclusivity and deal protection measures;
- Friendly and hostile takeovers and the impact of Takeovers Panel and ASIC policy on takeover strategy;
- Schemes of arrangement and the role of the courts and ASIC in such schemes;
- Takeover/M&A strategy including bidder and target defence tactics (including responding to shareholder and rival bidder actions) and the advantages and disadvantages of different acquisition techniques;
- Demergers;
- The Corporations Act and ASX listing rules disclosure regime and its application to corporate fundraising and public company transactions;
- Liability for defective disclosure and practical procedures employed to limit or avoid liability;
- Continuous disclosure obligations, including the role of the Australian Securities Exchange in regulating listed entities and directors' liability;
- Prohibitions on conduct in relation to capital markets (including insider trading and market manipulation); and
- Strengths and weaknesses of our laws and regulatory system, and proposals for reform.
Intended learning outcomes
An understanding of the Corporations Act is not sufficient to advise on public company transactions. This subject is specifically designed to build on a student's foundational knowledge of the Corporations Act (gained in the pre-requisite Corporations Law subject) and give them an advanced understanding of M&A law and strategy.
A student who has successfully completed this subject will have a sophisticated and integrated understanding of the following specialised subject matter:
- The policy underlying takeovers and corporate fundraising legislation and its application in regulation and by the regulators;
- The regulatory environment for corporate acquisitions, including a detailed understanding of the relevant chapters of the Corporations Act, regulatory guidance and precedent and the role of the Australian Securities and Investments Commission and the Takeovers Panel;
- The shareholder protection mechanisms built into corporate legislation and how they impact on the decisions public companies take in relation to M&A and fundraising;
- The regulatory environment for corporate fundraising, including the factors that motivate a company to raise debt or equity or a combination (and the method of such fundraising) and the importance of disclosure as a means of providing protection for investors;
- The practical and strategic issues that arise in relation to corporate fundraising, including the significance of the liability regime in ensuring full and adequate disclosure and the role of the due diligence committee;
- White collar/Corporations Act offences including insider trading and market manipulation, the regulation and prosecution of such conduct, the weaknesses with the current approach and proposals for reform;
- The role of the regulatory bodies who have supervision of M&A including an understanding of the interaction and different domains and approaches of ASIC, the Takeovers Panel, the ASX and the Courts; and
- The role of the Australian Securities Exchange and the importance of compliance with disclosure requirements, corporate governance standards and the implications of such matters on M&A and M&A strategy.
Generic skills
On completion of the subject students should have developed and demonstrated specialised skills in the following areas:
- The ability to formulate and articulate views on specialist technical issues relating to M&A and capital markets law and practice in a manner displaying both a thorough understanding of law and practice and professional judgment;
- Self-directed legal research, and the ability to autonomously and creatively produce a substantial piece of legal writing that is thoroughly researched and develops arguments in a highly structured, supported and referenced way;
- Evaluation of proposals for reform of Australian M&A law and enforcement having regard to current market practice and developments in Australia and overseas (including an ability to generate independent and original proposals for reform); and
- The ability to formulate takeover bid or defence strategies appropriate for a company's circumstances including the ability to critically analyse multiple options, conduct/actions by key shareholders, competing/rival bidders and regulators.
Last updated: 31 January 2024
Eligibility and requirements
Prerequisites
All of
Code | Name | Teaching period | Credit Points |
---|---|---|---|
LAWS50023 | Legal Method and Reasoning | Summer Term (On Campus - Parkville) |
12.5 |
LAWS50024 | Principles of Public Law | Semester 1 (On Campus - Parkville) |
12.5 |
LAWS50025 | Torts | Semester 1 (On Campus - Parkville) |
12.5 |
LAWS50026 | Obligations | Semester 1 (On Campus - Parkville) |
12.5 |
LAWS50029 | Contracts | Semester 2 (On Campus - Parkville) |
12.5 |
LAWS50032 | Administrative Law | Semester 1 (On Campus - Parkville) |
12.5 |
LAWS50035 | Corporations Law | Semester 2 (On Campus - Parkville) |
12.5 |
LAWS90140 | Disputes and Ethics | Semester 2 (On Campus - Parkville) |
12.5 |
Corequisites
None
Non-allowed subjects
Code | Name | Teaching period | Credit Points |
---|---|---|---|
LAWS70042 | Company Takeovers | September (Off Campus) |
12.5 |
LAWS50073 International Capital Markets
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: 31 January 2024
Assessment
Description | Timing | Percentage |
---|---|---|
Research essay
| During the teaching period | 40% |
Supervised examination, open book
| During the examination period | 60% |
Additional details
The due date of the above assessment(s) will be available to students via the Assessment Schedule on the LMS Community.
Last updated: 31 January 2024
Quotas apply to this subject
Dates & times
- Semester 2
Principal coordinator Tim McEwen Mode of delivery On Campus (Parkville) Contact hours Total time commitment 144 hours Teaching period 24 July 2023 to 22 October 2023 Last self-enrol date 4 August 2023 Census date 31 August 2023 Last date to withdraw without fail 22 September 2023 Assessment period ends 17 November 2023 Semester 2 contact information
Lecturers
Tim McEwen (Coordinator)
Neil PathakEmail: law-masters@unimelb.edu.au
Phone: 13 MELB (13 6352), International: +(61 3) 9035 5511
Website: law.unimelb.edu.au
What do these dates mean
Visit this webpage to find out about these key dates, including how they impact on:
- Your tuition fees, academic transcript and statements.
- And for Commonwealth Supported students, your:
- Student Learning Entitlement. This applies to all students enrolled in a Commonwealth Supported Place (CSP).
Subjects withdrawn after the census date (including up to the ‘last day to withdraw without fail’) count toward the Student Learning Entitlement.
Additional delivery details
This subject has an enrolment quota of 60 students.
All timely JD elective enrolments are subject to a selection process, which the Academic Support Office will perform after the timely re-enrolment period ends. Late self-enrolment is on a first-in basis up to quota.
Please refer to the Melbourne Law School website for further information about the management of subject quotas.
Last updated: 31 January 2024
Further information
- Texts
Prescribed texts
- Australian Corporations Legislation (current version); and
- Specialist materials will be made available via the LMS.
- Related Handbook entries
This subject contributes to the following:
Type Name Course Juris Doctor - Available to Study Abroad and/or Study Exchange Students
This subject is available to students studying at the University from eligible overseas institutions on exchange and study abroad. Students are required to satisfy any listed requirements, such as pre- and co-requisites, for enrolment in the subject.
Last updated: 31 January 2024