Note: This is an archived Handbook entry from 2011.
|Credit Points: ||12.50 |
|Level: ||7 (Graduate/Postgraduate) |
|Dates & Locations: || |
This subject has the following teaching availabilities in 2011: June, Parkville - Taught on campus.
|Pre-teaching Period Start ||not applicable |
|Teaching Period ||not applicable |
|Assessment Period End ||not applicable |
|Last date to Self-Enrol ||not applicable |
|Census Date ||not applicable |
|Last date to Withdraw without fail ||not applicable |
Timetable can be viewed here. For information about these dates, click here.
|Time Commitment: ||Contact Hours: The total class time is between 24 and 26 hours. |
Total Time Commitment: Not available
It is recommended that students have studied company law or a comparable subject, or have relevant corporate experience.
Note: This subject does not address schemes of arrangement in the insolvency context.
|Corequisites: || Visit the Melbourne Law Masters website for more information about this subject. |
|Recommended Background Knowledge: || Visit the Melbourne Law Masters website for more information about this subject. |
|Non Allowed Subjects: || Visit the Melbourne Law Masters website for more information about this subject. |
|Core Participation Requirements: ||Visit the Melbourne Law Masters website for more information about this subject. |
|Subject Overview: ||
Principal topics will include:
- What a scheme of arrangement is and the role schemes play in the field of takeovers, company mergers and other corporate reconstructions
- The statutory framework applicable to schemes of arrangement
- Statutory and other requirements governing schemes of arrangement and their approval
- The role of the court at each of the first court hearing (the ‘meeting hearing’) and the second court hearing (the ‘approval hearing’)
- The role of ASIC
- Practical considerations and guidance – including potential pitfalls – in connection with the approval process
- Issues that are to be considered and addressed in connection with the obtaining of shareholder and court approval. Topics to be drawn from matters such as:
- Notice requirements
- The scheme booklet: Content and approval
- Meetings of shareholders: How, what, when and why
- Classification of schemes and classes of members
- Independent experts
- Break fees and exclusivity provisions
- Warranties and performance risk
- Overseas interests
- Impact on third parties: Chapter 6 avoidance, ASIC position and Section 411(17) of the Corporations Act 2001 (Cth)
- Abrogation of fiduciary duties
- Forum consideration and differing judicial approaches
- Opposition at court hearings and the court’s ‘approval’ discretion
- Reform issues and consequences and the role and impact of the Corporations and Markets Advisory Committee on the future regulation of schemes.
A student who has successfully completed this subject should:
- Understand the role and purpose of schemes of arrangement in the field of takeovers, company mergers and other corporate reconstructions
- Understand the role of the court at each stage of the court approval process
- Understand what is required in order to obtain shareholder and court approval of a proposed scheme of arrangement, including knowledge of the primary matters to be considered and addressed at each stage of the approval process
- Understand the role played by the Australian Securities and Investments Commission (ASIC) in connection with proposed schemes of arrangement
- Understand the practical considerations and steps to seeking and obtaining court approval
- Appreciate and understand the issues that have influenced debate regarding reform and be in a position to form their own views about the issues and related matters.
|Assessment: || |
Visit the Melbourne Law Masters website for more information about this subject.
|Prescribed Texts: ||Core subject materials will be provided free of charge to all students. Some subjects require further texts to be purchased. Please visit the subject homepage on the Melbourne Law Masters website by following the link at the bottom of this subject entry. |
|Breadth Options: || |
This subject is not available as a breadth subject.
|Fees Information: ||Subject EFTSL, Level, Discipline & Census Date |