Outline

Overview

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.

Unit details and rules

Unit code	LAWS6997
Academic unit	Law
Credit points	6
Prohibitions ?	None
Prerequisites ?	None
Corequisites ?	None
Assumed knowledge ?	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
Available to study abroad and exchange students	No

Teaching staff

Coordinator	Jason Harris, jason.harris@sydney.edu.au

Type	Description	Weight	Due	Length
Participation	Structured class participation Participation	10%	Ongoing	n/a
Outcomes assessed:
Online task	Online participation Contributions to the online discussion forum	20%	Ongoing	1,000 words (equivalent)
Outcomes assessed:
Assignment	Written assignment Assignment question	70%	Week 07 Due date: 04 May 2023 at 18:00 Closing date: 18 May 2023	5,000 words / 30 days
Outcomes assessed:

Assessment summary

Online participation (20%): Questions or hypotheticals based on the unit content will be posted on the Discussion Board by the lecturer. Students are required to make substantive posts at least eight times: four relating to the finance portion of the class and four relating to the M&A portion of the class. The questions or hypotheticals posted more than a week before classes begin will generally remain available for comment for at least one week from posting, However, topics posted after that may be open as little as three days following posting. Online participation will be assessed in terms of the level it contributes to the discussion and the thoughtfulness of the posting by the student. Some or all questions or hypotheticals may not have "right" answers but will be assessed on the thoughtfulness of the response (and any followup), the use of knowledge gained in the class and the ability to identify issues for which there may be no perfect answers.

The outcome of a grant of special consideration application may include an alternative task, at the discretion of the Unit Coordinator.

Structured class participation (10%): Students will be assessed on the quality and consistency of their contributions to classes through questions during the class. Students will be allocated particular classes where they will be on-call and expected to contribute to the class discussion.

Written assignment (70%): Students will review detailed hypothetical problem scenarios to identify and analyse issues, discuss legal concepts and in some cases suggest advice to hypothetical clients. The assignment will be released on 4 April 6pm and due on 4 May 6pm 2023 (Sydney, Australia time). The word limit is 5000 words.

Students should note that the lecturer does not have authority to grant extensions for the written assignment and applications should be made via Special Consideration in a timely manner if a student needs an extension. Please note, the outcome of a grant of special consideration application may include an alternative task, at the discretion of the Unit Coordinator.

All assessment tasks meet all Learning Objectives as stated in the unit outline.

Word limit: A piece of assessment which exceeds the prescribed word limit will be read and marked only up to the specified word limit. The total word limit for essay and other written assessments will include all footnotes.

Use of editors or proof-readers:

The use of assistance in preparing and editing assessment tasks in this unit of study is strictly prohibited. Assistance includes human and automated writing tools (not including spell checking).

Assessment requirement to pass a unit of study:
A student must make a genuine attempt at all assessment tasks set out in this Unit of Study 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 of Study.

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	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 a 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.

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 5% of the total marks available for the piece of assessment per 24 hours or part thereof, after the due time on the due date. For example, a submission after the due time but before the same time the following day will attract a 5% penalty. Late penalties will be strictly applied subject to a grace period of 20 mins. The date and time of submission as recorded by Canvas is taken as the official and final record of a student’s submission.

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
Ongoing	Introduction; Offerings of securities in the United States	Seminar (7 hr)
	Issues arising in cross-border financings	Seminar (7 hr)
	Fundamentals of United States mergers and acquisitions	Seminar (7 hr)
	Case study; Cross border issues arising out of takeovers	Seminar (7 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.

For units offered in Intensive mode, participation in all scheduled sessions may be expected by a Unit Coordinator in order to satisfy the requirements of the unit.

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

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

All readings for this unit other than the prescribed textbook can be accessed via Canvas.

The prescribed textbook is Coffee, Sale and Whitehead, Securities Regulation: Cases and Materials, Fourteenth Edition (Foundation Press 2021)

Note that an ebook can be purchased from the publisher online at a significantly lower cost: https://www.westacademic.com/Securities-Regulation_3. Students can use discount code LAW10 to obtain a 10% discount off of the ebook version.

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. 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."

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

Resources - Sydney Law Students

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

LAWS6997: Cross-Border Deals

Intensive April, 2023 [Block mode] - Camperdown/Darlington, 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