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Unit of study_
LAWS6997: Cross-Border Deals
2024 unit information
This unit is for law graduates who have or intend to have a practice that exposes them to cross-border financings and acquisitions. The unit highlights the distinctive concepts and practices relating to overseas securities and corporate laws in cross-border transactions focusing to a significant extent on US laws and practices. It concentrates on resolving the challenges non-Australian issues can pose to transactions even if Australian law applies to many aspects of the deal. The unit begins with a brief examination of the US Federal system in which corporate and securities law responsibility is allocated between the states and Federal government, proceeds to a detailed discussion of the process of offering securities in the US and how it can affect non-US offerings in practice and then will explore the regulation of takeovers under US law. Significant US mergers and acquisitions concepts and practices including mergers, breakup fees, poison pills, and proxy fights will be explained in detail. Deal regulation of selected other overseas jurisdictions in which there have been recent activity will also be discussed. We will examine practical consequences of the regulatory requirements, particularly in so far as they relate to mergers and acquisitions. The unit will be taught by a series of seminars and may include an occasional guest lecture panel discussion. The purpose of the unit is to assist Australian and other non-US lawyers in identifying potential cross-border issues and being creative in solving the challenges that arise in international securities transactions. The lecturer was the Dealpolitik columnist for The Wall Street Journal for over eight years and a Mergers and Acquisitions partner at leading US law firm Skadden Arps Meagher and Flom LLP for almost 25 years, including three years as the Australian resident partner. Further information about this unit is available in the Sydney Law School timetable https://canvas.sydney.edu.au/courses/4533/pages/postgraduate-lecture-timetable, unit of study outline https://www.sydney.edu.au/units and academic staff profile https://www.sydney.edu.au/law/about/our-people/academic-staff.html
Unit details and rules
Managing faculty or University school:
Law
| Code | LAWS6997 |
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| Academic unit | Law |
| Credit points | 6 |
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Prerequisites:
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None |
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Corequisites:
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None |
| Prohibitions:
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None |
| Assumed knowledge:
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Available to law graduates only. Students undertaking this unit must have a good working knowledge of the Australian Corporations Act and the rules and practices applicable to securities offerings and takeovers or the equivalent in their home jurisdiction |
At the completion of this unit, you should be able to:
- LO1. identify potential extraterritorial issues arising on deals which originate in Australia (or other countries)
- LO2. creatively solve the challenges that arise in international securities transactions
- LO3. understand the basics of the U.S. securities laws and regulations as well as the substantial risks they can impose on individuals and entities involved in the sales of securities or other transactions involving securities; understand some of the methods for minimizing those risks
- LO4. understand and be able to explain to clients the unique aspects of U.S. mergers and acquisitions, including the authority and responsibilities of U.S. directors and shareholders, as well as related concepts such as so-called "poison pills."
Unit availability
This section lists the session, attendance modes and locations the unit is available in. There is a unit outline for each of the unit availabilities, which gives you information about the unit including assessment details and a schedule of weekly activities.
The outline is published 2 weeks before the first day of teaching. You can look at previous outlines for a guide to the details of a unit.
| Session | MoA ? | Location | Outline ? |
|---|---|---|---|
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Semester 2b 2024
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Block mode | Camperdown/Darlington, Sydney |
Outline unavailable
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Modes of attendance (MoA)
This refers to the Mode of attendance (MoA) for the unit as it appears when you’re selecting your units in Sydney Student. Find more information about modes of attendance on our website.
