Outline

Overview

This unit of study considers corporate control transactions focusing on the Australian law and regulatory policies governing ‘Takeovers’ under the Corporations Act 2001 (Cth) and those governing ‘Mergers’ under the Competition and Consumer Act 2010 (Cth). We examine the requirements for a successful acquisition by a bidder of the issued securities of a target company so as to achieve various levels of control ranging from 20% ownership to 100% ownership and the strategies for implementing particular control transactions and anticipated synergies. We consider regulated Takeover bids under Chapter 6 of the Corporations Act and the impact of Chapters 6A, 6B and 6C of the Act on the bid process as well as noting available alternatives to a regulated bid, including the Scheme of Arrangement and other legislative procedures such as selective reductions of capital and share buy-backs. We also view corporate control transactions from the perspective of the target company, considering the defensive measures available to it and how the law and regulatory policy impose constraints on the use of defensive strategies. Finally, we examine the prohibition under Part IV of the Competition and Consumer Act on Mergers that would result in a substantial lessening of competition in any market and the procedure for authorisations and notifications of proposed Mergers under Part VII of the Act. In considering these aspects, we review the respective roles of the Australian Securities and Investments Commission (ASIC) and the Takeovers Panel (ATP) as well as the Australian Competition and Consumer Commission (ACCC), the Foreign Investment Review Board (FIRB) and the Courts. Refer to the Sydney Law School timetable - https://canvas.sydney.edu.au/courses/4533/pages/postgraduate-lecture-timetable

Unit details and rules

Academic unit	Law
Credit points	6
Prerequisites ?	None
Corequisites ?	None
Prohibitions ?	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	Ross Hodgson, ross.hodgson@sydney.edu.au

Assessment

The census date for this unit availability is 31 March 2026

Details
Criteria

Type	Description	Weight	Due	Length	Use of AI
Written work	Takeover Advice (50%) The Takeover Advice consists of addressing 2 problem-style questions based on the one detailed fact scenario in which all Topics are assessable	50%	Formal exam period Due date: 08 Jun 2026 at 23:59 Closing date: 15 Jun 2026	3,000 words / 2 weeks	AI allowed
Outcomes assessed:
Presentation	Case Note (10%) As allocated by the Unit Convener, students in teams of 2 members will deliver one Case Note during the semester on a set Takeovers Panel decision or Court judgment	10%	Ongoing	15 minutes	AI allowed
Outcomes assessed:
Out-of-class quiz	Early feedback task (0%) Multiple choice quiz - 5 questions based on Week 1 only	0%	Week 03 Due date: 13 Mar 2026 at 23:59	2 weeks	AI allowed
Outcomes assessed:
Written work	Executive Report (20%) The Executive Report requires students to critically analyse and advise on a Takeover fact scenario, and will cover the topics addressed in Topics 1-7 inclusive	20%	Week 09 Due date: 01 May 2026 at 23:59 Closing date: 08 May 2026	2,000 words / 2 weeks	AI allowed
Outcomes assessed:
Presentation	Takeover Presentation (20%) Students will be involved in delivering a team Takeover Presentation on an actual takeover as selected by the team and must be an Australian takeover that has been completed within the last 5 years.	20%	Week 12 Due date: 20 May 2026 at 18:00 Closing date: 27 May 2026	30 minutes	AI allowed
Outcomes assessed:
= group assignment ? = early feedback task ?

Assessment summary

Early Feedback Task (0%)

This Unit includes an Early Feedback Task that is designed to provide students with timely insights into their understanding and engagement with the unit content. The Early Feedback Task in this Unit is a 5 question Multiple Choice Quiz. The task will be available on Canvas from Monday 2 March 2026 to Friday, 13 March 2026, at 11.59pm (Sydney, Australia time). It will focus on key concepts covered in Topic 1. Students will be provided with immediate automated feedback upon completion of the task.

Case Note (10%)

As allocated by the Unit Convener, students will deliver, as a team of 2 members, one Case Note on a Takeovers Panel decision or a Court judgment relating to Takeovers Law. Each team will have 10 minutes in which to deliver the Case Note plus 5 minutes afterwards for Q&A. Being a group assessment, each student in their respective team will receive the same mark (subject to the discretion of the Unit Convener).

Executive Report (20%)

The Executive Report (2,000 words) will challenge students to critically analyse and advise on a fact scenario in accordance with Takeovers Law. The Report will relate to the material covered in Topics 1-7 inclusive. The Report must be submitted by 11:59pm on Friday, 1 May 2026 (Sydney, Australia time).

Takeover Presentation (20%)

Students will be involved in delivering a team Takeover Presentation on an actual takeover as selected by each team. The takeover for the presentation must be an Australian takeover that has been completed within the last 5 years. Each team must select a takeover by Week 6 for approval by the Unit Convener. The size of the teams will be determined and advised by the Unit Convener in accordance with the cohort enrolment. Delivery of the presentations will be scheduled for Weeks 11 and 12. Being a group assessment, each student in their respective team will receive the same mark (subject to the discretion of the Unit Convener).

Takeover Advice (50%)

The Takeover Advice (3,000 words) consists of addressing 2 problem-style questions based on the one detailed fact scenario in which all Topics are assessable. The Takeover Advice is an individual assessment that must be submitted by 11:59pm on Monday, 8 June 2026 (Sydney, Australia time).

Word limit 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 excludes all footnotes and any bibliography (if required), and excludes acknowledgements of assistance from editors, automated writing tools or generative AI (where use is permitted).

Referencing: The Sydney Law School expects the Australian Guide to Legal Citation (AGLC, 4th edition, 2018) to be used as the referencing and footnoting style. A link to the library website where this is set out comprehensively is available at Referencing and Citation Styles: AGLC4.

Special consideration: Successful grants of Special Consideration may involve extensions of time or alternative tasks (at the discretion of the Unit Convener).

Assessment Requirement to pass a Unit of Study: A student must attempt all the assessment tasks set out in this Unit of Study Outline in order to obtain a Pass mark and grade (or above); otherwise, an Absent Fail grade will be recorded as the student’s result for this Unit. As the EFT is an early diagnostic tool, this task is not included in the final grade for the Unit.

Assessment criteria

The University awards common result grades, set out in the Coursework Policy 2021 (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	• 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	• 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	• 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	• 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	• 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 guide to grades.

Use of generative artificial intelligence (AI)

You can use generative AI tools for open assessments. Restrictions on AI use apply to secure, supervised assessments used to confirm if students have met specific learning outcomes.

Refer to the assessment table above to see if AI is allowed, for assessments in this unit and check Canvas for full instructions on assessment tasks and AI use.

If you use AI, you must always acknowledge it. Misusing AI may lead to a breach of the Academic Integrity Policy.

Visit the Current Students website for more information on AI in assessments, including details on how to acknowledge its use.

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, without an approved extension, will attract a penalty of 10% of the total marks available for the piece of assessment per 24 hours or part thereof, after the due time on the due date. Penalties for late submission will be applied strictly.

Academic integrity

The University expects students to act ethically and honestly and will treat all allegations of academic integrity breaches seriously.

Our website provides information on academic integrity and the resources available to all students. This includes advice on how to avoid common breaches of academic integrity. Ensure that you have completed the Academic Honesty Education Module (AHEM) which is mandatory for all commencing coursework students

Penalties for serious breaches can significantly impact your studies and your career after graduation. It is important that you speak with your unit coordinator if you need help with completing assessments.

Visit the Current Students website for more information on AI in assessments, including details on how to acknowledge its use.

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.

Support for students

The Support for Students Policy reflects the University’s commitment to supporting students in their academic journey and making the University safe for students. It is important that you read and understand this policy so that you are familiar with the range of support services available to you and understand how to engage with them.

The University uses email as its primary source of communication with students who need support under the Support for Students Policy. Make sure you check your University email regularly and respond to any communications received from the University.

Learning resources and detailed information about weekly assessment and learning activities can be accessed via Canvas. It is essential that you visit your unit of study Canvas site to ensure you are up to date with all of your tasks.

If you are having difficulties completing your studies, or are feeling unsure about your progress, we are here to help. You can access the support services offered by the University at any time:

Support and Services (including health and wellbeing services, financial support and learning support)
Course planning and administration
Meet with an Academic Adviser

Weekly schedule

WK	Topic	Learning activity
Week 01	Introduction to Takeovers and Reconstructions Law - history, terminology and regulatory regime	Seminar (2 hr)
Week 02	Corporate control change transactions - nature and purpose	Seminar (2 hr)
Week 03	s 606: Prohibition on acquisitions of relevant interests in issued voting shares	Seminar (2 hr)
Week 04	s 611: Exceptions to the prohibition in s 606	Seminar (2 hr)
Week 05	Procedures for effecting a Takeover	Seminar (2 hr)
Week 06	Strategic planning	Seminar (2 hr)
Week 07	Defensive strategies	Seminar (2 hr)
Week 08	Schemes of Arrangement	Seminar (2 hr)
Week 09	Issues for Directors and other Officers in Takeovers	Seminar (2 hr)
Week 10	Competition Law issues in Takeovers	Seminar (2 hr)
Week 11	Takeovers: Team Presentations - Set 1	Seminar (2 hr)
Week 12	Takeovers: Team Presentations - Set 2	Seminar (2 hr)
Week 13	Takeovers: the real deal - a practical, real-world perspective; Completion of the student feedback survey for this unit of study	Seminar (2 hr)

Attendance and class requirements

Attendance Requirement: All students are required to satisfy the requirement of attending 70% of classes in this Unit. Regardless of all assessments being attempted by the student, failure to satisfy this Attendance Requirement will result in an Absent Fail grade being recorded as the student’s result for this Unit (see The University of Sydney Law School Resolutions: Coursework Awards cl 11).

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

Please see the Learning Guide which will be available on the Canvas site.

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. Analyse and apply statutory, general law, regulatory and policy frameworks governing Australian corporate control transactions by way of Takeovers (Ch 6) and Schemes of Arrangement (Ch 5) under the Corporations Act 2001 (Cth) as well as assessing competition law implications (Pt IV) under the Competition and Consumer Act 2010 (Cth) while considering the functions and decisions of ASIC, the ACCC and the Takeovers Panel.
LO2. Analyse complex corporate control scenarios and develop compliant strategic solutions to legal issues that arise in corporate control transactions from which to justify choices and identify alternatives.
LO3. Examine how corporate control transactions are regulated and enforced so as to evaluate positions on transactional design and compliance to enhance effectiveness in achieving an optimal control change result.
LO4. Communicate to diverse audiences the complex legal concepts and arguments used in effecting optimal corporate control transactions.
LO5. Exercise autonomous professional judgement in selecting and applying corporate control transaction strategies that accommodate diverse stakeholder interests, limitations, and risk tolerance.
LO6. Integrate ethical and legal considerations in the application of practice in corporate control transactions and takeovers law - including duties owed to clients, the market, and regulators - while justifying responses and outcomes in a manner consistent with professional responsibilities.

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.

This Unit has been extensively revised since last conducted.

Disclaimer

Important: the University of Sydney regularly reviews units of study and reserves the right to change the units of study available annually. To stay up to date on available study options, including unit of study details and availability, refer to the relevant handbook.

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

Use of generative artificial intelligence (AI)

Late submission

Academic integrity

Learning support

Learning support

Simple extensions

Special consideration

Using AI responsibly

Support for students

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

Disclaimer

On this page

Useful links

LAWS6008: Takeovers and Reconstructions Law

Semester 1, 2026 [Normal evening] - Camperdown/Darlington, Sydney

Overview

Overview

Unit details and rules

Teaching staff

Assessment

Assessment

Assessment summary

Assessment criteria

Use of generative artificial intelligence (AI)

Late submission

Academic integrity

Learning support

Learning support

Simple extensions

Special consideration

Using AI responsibly

Support for students

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

Disclaimer

On this page

Useful links