Cross-Border Deals (LAWS6997)

UNIT OF STUDY

This unit is for law graduates and students for the JD degree 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 of overseas securities and corporate laws in cross-border transactions and focuses on resolving the challenges non-Australian issues can pose to transactions even if Australian law applies to many aspects of the deal. The lecturer was for over 30 years a merger and acquisition and securities lawyer in the US (resident for several years in Australia) and a significant portion of the class will cover US laws and practices on cross-border deals. The US segment will begin with a brief examination the US Federal system in which corporate and securities law responsibility is allocated between the states and Federal government, proceed to a practical discussion of the process of offering securities in the US and how it can affect non-US offerings, and finally will conclude with an exploration of the regulation of takeovers under US law. Significant US M&A concepts and practices, including mergers, break-up fees, poison pills, and proxy fights will be discussed. The remainder of the class will focus on deal regulation of other overseas jurisdictions in which there has been recent activity (likely including the UK, Japan and other European and Asian countries). Practical consequences of the regulatory requirements of these jurisdictions will be discussed, particularly as they relate to M and A, as well as certain subjects that have worldwide applicability (such as due diligence to determine possible corruption, vendor due diligence and directors' duties). The unit will be taught by a series of lectures, and guest lecture/panel discussions. For example, in prior years, when we discussed due diligence, a pair of US and Australian practising securities lawyers joined the class to engage in a mock negotiation on how to conduct due diligence to satisfy very different legal standards in the two jurisdictions. Another panel of an investment banker and a lawyer discussed the factors they considered in advising clients whether to offer debt offshore and, if so, where. The purpose of the unit is to assist Australian and other non-US lawyers in (a) identifying potential cross-border issues and (b) being creative in solving the challenges that arise in international securities transactions.

Further unit of study information

Classes

Oct 23, 24 & 30, 31 (9-4)

Assessment

class participation (15%), take-home quiz (30%) and take-home exam (55%)

Faculty/department permission required?

No

Study this unit outside a degree

Non-award/non-degree study

If you wish to undertake one or more units of study (subjects) for your own interest but not towards a degree, you may enrol in single units as a non-award student.

Cross-institutional study

If you are from another Australian tertiary institution you may be permitted to underake cross-institutional study in one or more units of study at the University of Sydney.