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Public M&A: Schemes of Arrangement (LAWS70316)
Graduate coursework level 7Points: 12.5Off Campus
About this subject
- Overview
- Eligibility and requirements
- Assessment
- Dates and times
- Further information
- Timetable (login required)(opens in new window)
Contact information
July
Lecturers
Greg Ahern (Coordinator)
Jason Jordan
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) | July - Off Campus |
---|---|
Fees | Look up fees |
In the field of company takeovers, company mergers and other corporate reconstructions, schemes of arrangement continue to play an ever-increasing role. In the takeover sphere, schemes are frequently used as an alternative to using the takeover provisions in Chapter 6 of the Corporations Act 2001 (Cth). In recent times, the majority of takeovers (known as change of control transactions) have been undertaken through a scheme, including almost all ‘mega deals’ (being transactions valued at greater than $1 billion). 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, the Australian Securities and Investments Commission (ASIC) and the Takeovers Panel, as well as practical considerations and guidance in connection with determining to pursue a transaction via a scheme, and obtaining shareholder and court approval for a scheme, are among the topics that will be addressed in this subject.
The lecturers are both experienced practitioners in this field of the law, one being a commercial law barrister at the Victorian Bar and the other an M&A partner at Herbert Smith Freehills.
Principal topics include:
- What a scheme of arrangement is and the role schemes play in the field of takeovers, company mergers and other corporate reconstructions (including the role played by trust schemes)
- Strategic considerations in relation to determining whether to pursue a change of control transaction via a scheme of arrangement
- The statutory framework applicable to schemes of arrangement
- The key documents in a scheme of arrangement
- 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
- The role of the Takeovers Panel regarding schemes of arrangement and the approach adopted by the Takeovers Panel in this context
- The role of the independent expert
- Practical considerations and guidance – including potential pitfalls – in connection with the process of negotiating a scheme implementation agreement and in obtaining both shareholder and court approval
- Issues arising in connection with negotiating a scheme implementation agreement and in obtaining both shareholder and court approval.
Intended learning outcomes
A student who has successfully completed this subject should be able to:
- Identify and explain the role and purpose of schemes of arrangement in the field of takeovers, company mergers and other corporate reconstructions
- Analyse the process and key issues in negotiating a scheme implementation agreement
- Appraise the role of the court and determine what practical steps are 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
- Recognise the role of ASIC and the Takeovers Panel in connection with proposed schemes of arrangement
- Debate and defend issues, recent developments and reforms by formulating and justifying coherent arguments and perspectives
Last updated: 31 January 2024
Eligibility and requirements
Prerequisites
Admission into a relevant Melbourne Law Masters program
AND
Successful completion of a Corporations Law component of an Australian law degree (or equivalent).
Corequisites
None
Non-allowed subjects
None
Recommended background knowledge
It is recommended that students have studied corporations law or a comparable subject, or have relevant Australian corporate law experience.
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: 31 January 2024
Assessment
Description | Timing | Percentage |
---|---|---|
Class participation | Throughout the teaching period | 20% |
Research paper on a topic approved by the subject coordinator
| 9 October 2024 | 80% |
Hurdle requirement: A minimum of 75% attendance is required. | Throughout the teaching period | N/A |
Last updated: 31 January 2024
Quotas apply to this subject
Dates & times
- July - Off Campus
Principal coordinator Greg Ahern Coordinator Jason Jordan Mode of delivery Off Campus Contact hours Melbourne CBD Total time commitment 150 hours Pre teaching start date 26 June 2024 Pre teaching requirements Please refer to the Reading Guide on the LMS subject page for confirmation of which resources need to be read and what other preparation is required before the teaching period commences. Teaching period 24 July 2024 to 30 July 2024 Last self-enrol date 1 July 2024 Census date 25 July 2024 Last date to withdraw without fail 30 August 2024 Assessment period ends 9 October 2024 July contact information
Lecturers
Greg Ahern (Coordinator)
Jason JordanEmail: 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 a quota of 30 students.
Enrolment is on a 'first in' basis. Waitlists are maintained for subjects that are fully subscribed.
Students should note priority of waitlisted places in subjects will be given as follows:
- To currently enrolled Graduate Diploma and Masters students with a satisfactory record in their degree
- To other students enrolling on a single subject basis, eg Community Access Program (CAP) students, cross-institutional study and cross-faculty study.
Please refer to the Melbourne Law Masters website for further information about the management of subject quotas and waitlists.
Melbourne Law School may reserve places in a subject for incoming international cohorts or where a subject is core to a specialisation with limited alternate options.
Last updated: 31 January 2024
Further information
- Texts
Prescribed texts
Specialist materials will be made available via the LMS in the pre-teaching period.
- Related Handbook entries
This subject contributes to the following:
Type Name Course Master of Commercial Law Course Master of Laws - Links to additional information
- 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-masters@unimelb.edu.au for subject coordinator approval.
- 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