Business Associations 2 - LAWS1092

 
Faculty: Faculty of Law
 
 
School:  Faculty of Law
 
 
Course Outline: See below
 
 
Campus: Kensington Campus
 
 
Career: Undergraduate
 
 
Units of Credit: 8
 
 
EFTSL: 0.16667 (more info)
 
 
Indicative Contact Hours per Week: 4
 
 
Enrolment Requirements:
 
 
Prerequisite: LAWS4010 or LAWS1091
 
 
Fee Band: 3 (more info)
 
 
Further Information: See Class Timetable
 
 

Description


This course builds on your knowledge of Business Associations I but focuses on issues relating to public companies, particularly large public companies. The course focuses on legal issues related to corporate finance and securities such as the restrictions imposed upon a company in dealing with its capital; the terms and conditions imposed when a company wishes to raise funds from the public and the market for corporate control. Another important focus for the course is to examine the role of the regulatory agencies, ASIC and the ASX, as bodies regulating companies and securities markets.


Recommended Prior Knowledge


The topics in this course assume an understanding of the basic principles of company law as taught in LAWS 4010 or LAWS1091 Business Associations 1.

Course Objectives


The primary objective of the course is to develop a critical understanding of a number of areas of law which are concerned with corporate finance and securities regulation (particularly as they bear upon large public companies). Students who have successfully completed this course should be able to:
  • Critically understand the law relevant to the topics covered in the subject
  • Make use of policy statement, practice notes, guidance notes, issues by the regulatory bodies when assessing the state of the law
  • Identify and analyze the legal issues that typically arise in securities market transactions
  • Evaluate legal rules and legal theories in this area

Main Topics


Topics covered in this course fall into four parts:
  • Introductory themes
  • Shares and transactions involving changes to share capital
  • Fundraising
  • Takeovers
The areas of law covered in this course are:
  • The role of the ASX and ASIC as bodies regulating companies and securities markets
  • The restrictions on the capital structure of the company, ie, the creation of classes of shares and the rights attaching to those shares, the issue of shares at a discount, and the reduction of capital
  • The restrictions arising out of the various forms of the capital maintenance doctrine, ie, the circumstances in which a company may buy back its own shares, the rules against the giving of financial assistance, and the restrictions on the payment of dividends
  • The legal regimes relating to insider trading and market manipulation
  • The terms and conditions upon which companies may raise funds from the public, ie, the issue and content of prospectuses
  • The structure and regulation of the market for corporate control (ie, takeovers), including a study of the role of the Takeovers Panel and the regime of compulsory acquisition

Assessment


Class participation Preparation and engagement in class 20% (maximisable)
Research essay
3,000 words
 40%
Final examination Take-home exam 60%
 

Course Texts


Prescribed

  • Redmond P, Companies and Securities Law Commentary and Materials (4th ed, 2005, LBC Information Service)
  • Supplementary materials are also prescribed

Recommended

  • Ford, H, Austin RP and Ramsay, I, Ford's Principles of Corporations Law (Butterworths, 12th ed, 2005) — the most thorough and clearly written reference on Australian corporate law. A more detailed version of Ford is available online which you may find useful for this course. You can access this via the Law Library website using the Sirius database.
  • Tomasic, R, Bottomley, R and McQueen R, Corporations Law in Australia (The Federation Press, 2nd ed, 2002 – good at putting the subject into context.

Legislation

Students must have an up to date (2006, 2005 is OK) copy of the Corporations Act. This legislation is available in the following formats:
  • Butterworths, Australian Corporations Legislation
  • CCH, Australian Corporations and Securities Legislation
  • Lawbook Company, Corporations Legislation 2006
The above materials may be purchased from UNSW bookshop or borrowed from the Library.

Resources


Refer to Course Outline on the Law website.