Outline

Overview

This unit considers the Australian law and regulatory policies governing corporate control transactions. We examine the requirements for a successful acquisition by a bidder of 100% of the issued securities of a target corporation; why 100% ownership of the target is desirable; and how to achieve it if the bid falls short. We consider regulated takeover bids under Chapter 6 of the Corporations Act, and the available alternatives to a regulated bid, including members' schemes of arrangement and other control-affecting transactions such as selective reductions of capital and share buy-backs. We also look at corporate control transactions from the target's point of view, considering the available defensive measures and how the law and regulatory policy impose limits on defensive strategies. We review the respective roles of the Takeovers Panel and courts. A special feature of this unit is the extensive experience in corporate control transactions that our team of lecturers will bring to the classroom, overseen by Dr Austin, a barrister and retired judge who is Challis Lecturer in Corporate Law.

Unit details and rules

Unit code	LAWS6008
Academic unit	Law
Credit points	6
Prohibitions ?	None
Prerequisites ?	None
Corequisites ?	None
Assumed knowledge ?	There are no prerequisite enrolment requirements. But students will be required to read and comprehend some technical material, including court judgments, Panel reasons for decisions, regulatory papers and academic literature.
Available to study abroad and exchange students	No

Teaching staff

Coordinator	Robert Austin, robert.austin@sydney.edu.au
Lecturer(s)	Robert Austin, robert.austin@sydney.edu.au

Type	Description	Weight	Due	Length
Assignment	Submission 1 Written task	0%	-	5-8 A4 pages
Outcomes assessed:
Assignment	Submission 2 Written task	0%	-	5-8 A4 pages
Outcomes assessed:
Assignment	Submission 3 (optional) Written task	0%	-	5-8 A4 pages
Outcomes assessed:
Assignment	Final assessment Written task	0%	-	See the assessment information on Canvas
Outcomes assessed:

Assessment summary

Submissions: Each student will be required to submit at least two written submissions on problems allocated to him or her, during the semester. Each submission is worth 10% (for a total of 20%).
You may choose to write a third Submission (also worth 10%), in which case you will have the benefit of the best two of the three marks.
You may choose the problems on which to prepare your submissions, although your choice may be constrained by the need to have at least a few submitters for each problem. Please discuss your choice with the lecturer.
Final assessment (80%): The assignment will made available online via the e-Learning Dropbox on the LMS site. You will have a maximum time of 4 hours (including reading time) in which to complete the assignment, from the time you log on. During your preparation of the assignment you may have access to any materials. The assignment will be your analysis and discussion in response to any 3 of 4 questions, assessed at 27% each. You should expect to spend approximately 2.5-3 hours in reading the assignment and answering your selected 3 questions.

Further information for each assessment can be found on Canvas.

Assessment criteria

The University awards common result grades, set out in the Coursework Policy 2014 (Schedule 1).

As a general guide, a high distinction indicates work of an exceptional standard, a distinction a very high standard, a credit a good standard, and a pass an acceptable standard.

Result name	Mark range	Description
High distinction	85 - 100	Work receiving a high distinction grade will generally exhibit the following characteristics: • Completely answers the question. • Contains striking originality of approach or analysis. • Demonstrates exhaustive or innovative research (where independent research required). • Exceptionally well written, structured and expressed. • Is otherwise exceptional in some way.
Distinction	75 - 84	Work receiving a distinction grade will generally exhibit the following characteristics: • Completely answers the question. • Achieves a critical and evaluative approach to the issues. • Content and structure is well organised in support of the argument. • Demonstrates extensive research and analysis to support a well-documented argument. • Generally well expressed and free from errors. • Has a clear structure and is well articulated.
Credit	65 - 74	Work receiving a credit grade will generally exhibit the following characteristics: • Covers main issues fairly well in answering the question. • Contains no significant errors • Demonstrates an attempted critical approach to the issues. • Demonstrates reasonably sound research and analysis in addressing the key issues. • Has a clear structure and reasonably clear expression.
Pass	50 - 64	Work receiving a pass grade will generally exhibit the following characteristics: • Identifies the key issues, but does not follow through with a reasoned argument. • Contains some significant errors. • Displays satisfactory engagement with the key issues. • Offers descriptive summary of material relevant to the question. • Superficial use of material, and may display a tendency to paraphrase. • Demonstrates little evidence of in-depth research or analysis. • Adequate expression. • Overall, demonstrates the minimum level of competence in the assessment and satisfies the requirements to proceed to higher-level studies in the degree or subject area.
Fail	0 - 49	Work may fail for any or all of the following reasons: • Does not answer the question. • Contains significant or numerous errors. • Few or no identifiable arguments. • Content that is inappropriate or irrelevant. • Lack of research or analysis. • Difficult or impossible to understand through poor grammar, expression or structure. • Overall, does not demonstrate the minimum level of competence in the assessment.

For more information see sydney.edu.au/students/guide-to-grades.

For more information see guide to grades.

Late submission

In accordance with University policy, these penalties apply when written work is submitted after 11:59pm on the due date:

Deduction of 5% of the maximum mark for each calendar day after the due date.
After ten calendar days late, a mark of zero will be awarded.

This unit has an exception to the standard University policy or supplementary information has been provided by the unit coordinator. This information is displayed below:

The late submission of a piece of assessment, which has not been granted an extension, will attract a penalty of 10% of the total marks available for the piece of assessment per calendar day or part thereof.

Academic integrity

The Current Student website provides information on academic integrity and the resources available to all students. The University expects students and staff to act ethically and honestly and will treat all allegations of academic integrity breaches seriously.

We use similarity detection software to detect potential instances of plagiarism or other forms of academic integrity breach. If such matches indicate evidence of plagiarism or other forms of academic integrity breaches, your teacher is required to report your work for further investigation.

You may only use artificial intelligence and writing assistance tools in assessment tasks if you are permitted to by your unit coordinator, and if you do use them, you must also acknowledge this in your work, either in a footnote or an acknowledgement section.

Studiosity is permitted for postgraduate units unless otherwise indicated by the unit coordinator. The use of this service must be acknowledged in your submission.

Learning support

Simple extensions

If you encounter a problem submitting your work on time, you may be able to apply for an extension of five calendar days through a simple extension.  The application process will be different depending on the type of assessment and extensions cannot be granted for some assessment types like exams.

Special consideration

If exceptional circumstances mean you can’t complete an assessment, you need consideration for a longer period of time, or if you have essential commitments which impact your performance in an assessment, you may be eligible for special consideration or special arrangements.

Special consideration applications will not be affected by a simple extension application.

Using AI responsibly

Co-created with students, AI in Education includes lots of helpful examples of how students use generative AI tools to support their learning. It explains how generative AI works, the different tools available and how to use them responsibly and productively.

Weekly schedule

WK	Topic	Learning activity
Week 01	Introductory overview, corporate control transactions generally, history and regulatory policy	Lecture (2 hr)
Week 02	Coverage and concepts - companies and managed investment schemes, securities, relevant interests, associates, voting power, voting shares	Lecture (2 hr)
Week 03	Coverage and concepts	Lecture (2 hr)
Week 04	Exceptions to s 606	Lecture (2 hr)
Week 05	Contents of offers and bidder's and target's statements, disclosure, materiality, experts' reports	Lecture (2 hr)
Week 06	Insider trading, confidential information, common directors, remedies for non-disclosure	Lecture (2 hr)
Week 07	Target responses - part 1	Lecture (2 hr)
Week 08	Target responses - part 2	Lecture (2 hr)
Week 09	Managing the offer - benefits, escalators, variations, modifications	Lecture (2 hr)
Week 10	The Takeovers Panel	Lecture (2 hr)
Week 11	Compulsory acquisition	Lecture (2 hr)
Week 12	Schemes and other reconstructions	Lecture (2 hr)

Attendance and class requirements

Attendance: All students are required to attend 70% of classes to satisfy the pass requirements for each unit of study. Failure to meet this requirement may result in a student being precluded from sitting the final assessment.
Word count penalty: A piece of assessment which exceeds the prescribed word limit will attract a penalty of 10% of the total marks available for the piece of assessment for every 100 words, or part thereof. The total word count for essay and other written assessments will exclude bibliography; footnote numbers; footnote citation; cover page and include body text; headings and sub-headings; quotations; anything other than numbers and citations in footnotes.
Referencing: The Sydney Law School expects you to use the Australian Guide to Legal Citation (4th edition, 2018) for your footnoting style, although you should confirm this with your lecturer, and a link to the library website where this is set out comprehensively is available at https://libguides.library.usyd.edu.au/c.php?g=508212&p=3476376

With the move to online delivery the Law School attendance requirement no longer applies. Students should refer to Canvas for details of class engagement in individual units of study.

Study commitment

Typically, there is a minimum expectation of 1.5-2 hours of student effort per week per credit point for units of study offered over a full semester. For a 6 credit point unit, this equates to roughly 120-150 hours of student effort in total.

Required readings

The reading list will be made available in Canvas.

Learning outcomes

Learning outcomes are what students know, understand and are able to do on completion of a unit of study. They are aligned with the University's graduate qualities and are assessed as part of the curriculum.

Outcomes
Graduate qualities

At the completion of this unit, you should be able to:

LO1. Explain the law and regulatory guidance regarding corporate control transactions, with emphasis on the acquisition of shares by takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) and restructuring by scheme of arrangement under that Act
LO2. Critically evaluate the legal and economic policies that underlie the system of regulation of corporate control transactions
LO3. Critically evaluate regulatory guidance on key issues, including relevant pronouncements by the Australian Securities and Investments Commission and the Australian Takeovers Panel
LO4. Explain and apply sound standards of professional responsibility for lawyers in M&A practice

Graduate qualities

The graduate qualities are the qualities and skills that all University of Sydney graduates must demonstrate on successful completion of an award course. As a future Sydney graduate, the set of qualities have been designed to equip you for the contemporary world.

GQ1	Depth of disciplinary expertise Deep disciplinary expertise is the ability to integrate and rigorously apply knowledge, understanding and skills of a recognised discipline defined by scholarly activity, as well as familiarity with evolving practice of the discipline.
GQ2	Critical thinking and problem solving Critical thinking and problem solving are the questioning of ideas, evidence and assumptions in order to propose and evaluate hypotheses or alternative arguments before formulating a conclusion or a solution to an identified problem.
GQ3	Oral and written communication Effective communication, in both oral and written form, is the clear exchange of meaning in a manner that is appropriate to audience and context.
GQ4	Information and digital literacy Information and digital literacy is the ability to locate, interpret, evaluate, manage, adapt, integrate, create and convey information using appropriate resources, tools and strategies.
GQ5	Inventiveness Generating novel ideas and solutions.
GQ6	Cultural competence Cultural Competence is the ability to actively, ethically, respectfully, and successfully engage across and between cultures. In the Australian context, this includes and celebrates Aboriginal and Torres Strait Islander cultures, knowledge systems, and a mature understanding of contemporary issues.
GQ7	Interdisciplinary effectiveness Interdisciplinary effectiveness is the integration and synthesis of multiple viewpoints and practices, working effectively across disciplinary boundaries.
GQ8	Integrated professional, ethical, and personal identity An integrated professional, ethical and personal identity is understanding the interaction between one’s personal and professional selves in an ethical context.
GQ9	Influence Engaging others in a process, idea or vision.

Outcome map

Learning outcomes	Graduate qualities
Learning outcomes

Responding to student feedback

This section outlines changes made to this unit following staff and student reviews.

No changes have been made since this unit was last offered.

Additional information

A piece of assessment which exceeds the prescribed word limit will attract a penalty of 10% pf the total marks available for the piece of assessment for every 100 words, or part thereof.

The total word count for essay and other written assessments will:

Exclude: bibliography; footnote numbers; footnote citation; cover page and

Include: body text; headings and sub-headings; quotations; anything other than numbers and citations in footnotes.

More information can be found on Canvas.

Disclaimer

The University reserves the right to amend units of study or no longer offer certain units, including where there are low enrolment numbers.

To help you understand common terms that we use at the University, we offer an online glossary.

Current students

Overview

Overview

Unit details and rules

Teaching staff

Assessment

Assessment

Assessment summary

Assessment criteria

Late submission

Academic integrity

Learning support

Learning support

Simple extensions

Special consideration

Using AI responsibly

Weekly schedule

Weekly schedule

Attendance and class requirements

Study commitment

Required readings

Learning outcomes

Learning outcomes

Graduate qualities

Outcome map

Responding to student feedback

Responding to student feedback

Additional information

Additional information

Disclaimer

On this page

Useful links

Media

Student links

About us

Connect

Current students

LAWS6008: Takeovers and Reconstructions

Semester 1, 2020 [Normal evening] - Castlereagh St, Sydney

Overview

Overview

Unit details and rules

Teaching staff

Assessment

Assessment

Assessment summary

Assessment criteria

Late submission

Academic integrity

Learning support

Learning support

Simple extensions

Special consideration

Using AI responsibly

Weekly schedule

Weekly schedule

Attendance and class requirements

Study commitment

Required readings

Learning outcomes

Learning outcomes

Graduate qualities

Outcome map

Responding to student feedback

Responding to student feedback

Additional information

Additional information

Disclaimer

On this page

Useful links

Media

Student links

About us

Connect