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Public M&A: Schemes of Arrangement (LAWS70316)
Graduate coursework level 7Points: 12.5Off Campus
From Semester 1, 2023 our undergraduate programs will be delivered on campus. Graduate programs will mainly be delivered on campus, with dual-delivery and online options available to a select number of subjects within some programs.
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
June
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) | June - 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
- 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 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
- Applications made to the Takeovers Panel regarding schemes of arrangement and the approach adopted by the Takeovers Panel in this context
- 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.
Topics to be drawn from matters such as:
-
- Negotiating a scheme implementation agreement (including the terms of the scheme and deed poll) – issues and practical considerations including the circumstances which call for the establishment of an independent board committee to consider a proposed scheme
- The recent use of more complex scheme structures including concurrent but alternative schemes and schemes coupled with a takeover bid
- The scheme booklet: Content and approval
- Meetings of shareholders: How, what, when and why
- Classification of schemes and classes of members
- The role of the independent expert
- Break fees and exclusivity provisions
- Warranties and performance risk
- Treatment of Overseas shareholders
- Dealing with options and performance rights
- The role of directors when considering schemes including fetters or restraints on the exercise of their statutory and fiduciary duties
- The question of voting recommendations being made by directors who are to receive a benefit in connection with a scheme
- How to deal with circumstances that change during the period between the first and second court hearings, including increases in scheme consideration and supplementary disclosure
- Chapter 6 avoidance, ASIC position and Section 411(17) of the Corporations Act 2001 (Cth)
- Forum consideration and differing judicial approaches
- Opposition at court hearings and the court’s ‘approval’ discretion
- Shareholder activism
- Shareholder communications external to the scheme booklet
- Making or responding to an application made to the Takeovers Panel in connection with a scheme
- Treatment of collateral benefits that may be provided to a shareholder as part of a scheme transaction
- Current issues, recent developments and reform issues, including the issues raised for consideration in the April 2022 Treasury consultation paper on corporate control transactions in Australia
- 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 process and key issues in negotiating a scheme implementation agreement
- Understand the role of directors when considering a scheme of arrangement
- 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 ASIC and the Takeovers Panel 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 current issues, recent developments and reform and be in a position to form their own views about the same.
Last updated: 18 May 2023
Eligibility and requirements
Prerequisites
None
Corequisites
None
Non-allowed subjects
None
Recommended background knowledge
It is recommended that students have studied company law or a comparable subject, or have relevant corporate 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: 18 May 2023
Assessment
| Description | Timing | Percentage |
|---|---|---|
Class participation | Throughout the teaching period | 15% |
Research paper on a topic approved by the subject coordinator
| 6 September 2023 | 85% |
| Hurdle requirement: A minimum of 75% attendance is required. | Throughout the teaching period | N/A |
Last updated: 18 May 2023
Quotas apply to this subject
Dates & times
- June - Off Campus
Mode of delivery Off Campus Contact hours This subject will take place in the Melbourne CBD. Total time commitment 150 hours Pre teaching start date 17 May 2023 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 14 June 2023 to 20 June 2023 Last self-enrol date 22 May 2023 Census date 15 June 2023 Last date to withdraw without fail 4 August 2023 Assessment period ends 6 September 2023 June 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).
- Completion rate. Students who started their course from 2022 and are in a CSP or receiving a HELP Loan (eg FEE-HELP) must meet the completion rate to continue to receive Commonwealth Support for that course.
Subjects withdrawn after the census date (including up to the ‘last day to withdraw without fail’) count toward the Student Learning Entitlement, and as a fail toward the completion rate, unless there are approved ‘special circumstances’.
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: 18 May 2023
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 Graduate Diploma in Legal Studies 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: 18 May 2023