Company Takeovers

This subject has the following teaching availabilities in 2013:

Prior study in company law or appropriate practical experience.

Applicants without legal qualifications should note that subjects are offered in the discipline of law at an advanced graduate level. While every effort will be made to meet the needs of students trained in other fields, concessions will not be made in the general level of instruction or assessment. Most subjects assume the knowledge usually acquired in a degree in law (LLB, JD or equivalent). Applicants should note that admission to some subjects in the Melbourne Law Masters will be dependent upon the individual applicant’s educational background and professional experience.

The Melbourne Law Masters welcomes applications from students with disabilities. The inherent academic requirements for study in the Melbourne Law Masters are:

• The ability to attend a minimum of 75% of classes and actively engage in the analysis and critique of complex materials and debate;
• The ability to read, analyse and comprehend complex written legal materials and complex interdisciplinary materials;
• The ability to clearly and independently communicate in writing a knowledge and application of legal principles and interdisciplinary materials and to critically evaluate these;
• The ability to clearly and independently communicate orally a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
• The ability to work independently and as a part of a group;
• The ability to present orally and in writing legal analysis to a professional standard.

Students who feel their disability will inhibit them from meeting these inherent academic requirements are encouraged to contact the Disability Liaison Unit: www.services.unimelb.edu.au/disability/

Company takeovers are an integral part of stock markets in Australia and overseas. Their regulation seeks to deal with the often competing objectives of market efficiency and fairness to shareholders. This subject examines the laws and rules in the area, from both a theoretical and a practical point of view.

The subject deals with the key legal concepts and goes through the steps that occur in a typical takeover bid and takeover defence, illustrated by actual transactions. The lecturer is a practising takeover lawyer, text book author and member of the Takeovers Panel – Australia’s takeover dispute resolution body – which helps ensure that the subject matter is topical and current.

Principal topics will include:

• The Eggleston principles
• The 20% rule
• Shareholding disclosures
• Exempt acquisitions
• Pre-bid activity
• Scheme alternative
• Bidder’s Statements
• Action during the bid
• Defensive strategies
• Target’s Statements
• Compulsory acquisition
• Role of the Australian Securities and Investments Commission (ASIC) and the Takeovers Panel
• Dispute resolution
• Compulsory acquisition.

A student who has successfully completed this subject should:

• Have an understanding of the theory of Chapter 6 of the Corporations Act 2001 (Cth)
• Understand some of the practical legal problems that may arise in a takeover of a public company carried out under Chapter 6 of the Corporations Act 2001 (Cth).

Take-home examination (100%) (6–9 December)

or

10,000 word research paper (100%) (29 January 2014) on a topic approved by the subject coordinator

Core subject materials will be provided free of charge to all students. Some subjects require further texts to be purchased. Visit the Melbourne Law Masters website for more information about this subject.

This subject is not available as a breadth subject.