LAWS6997 – Cross-Border Deals

This unit is for law graduates and students for the J.D. 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 & acquisition and securities lawyer in the U.S. (resident for several years in Australia) and a significant portion of the class will cover U.S. laws and practices on cross-border deals. The U.S. segment will begin with a brief examination the U.S. 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 U.S. and how it can affect non-U.S. offerings, and finally will conclude with an exploration of the regulation of takeovers under U.S. law. Significant U.S. 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 jurisdictions (including the U.K., China and other European and Asian regulations) of international transactions. Practical consequences of the regulatory requirements of these jurisdictions will be discussed, particularly as they relate to M&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 by a series of lectures, guest lectures and panel discussions. For example, when we discuss due diligence, it is anticipated that a pair of U.S. and Australian practising securities lawyers will join the class to engage in a mock negotiation on how to conduct due diligence to satisfy very different legal standards in the two jurisdictions.

The purpose of the Unit is to assist Australian and other non-U.S. lawyers in

(a) identifying potential cross-border issues and
(b) being creative in solving the challenges that arise in international securities transactions.

NB: This unit replaced LAWS6997 Cross-Border Deals - A US Perspective.

Session

Semester 2 Intensive
10 October 2013 (6:00PM-8:00PM) Introduction
18-19 & 25-26 October 2013

The timetable is subject to frequent changes. Please refer to the latest version of the Postgraduate Timetable.

Assessment

Short pre-class paper on a cross-border issue (10%)
Class Participation (15%)
Take-home Quiz (15%)
Take-home Exam (60%)

Assumed Knowledge

Undergraduate law degree. 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.

Legal Professional Development (LPD)

You can credit this unit towards Legal Professional Development (LPD). Units of study that are part of Sydney Law School’s Postgraduate Program meet the necessary Mandatory Continuing Legal Education (MCLE) of the Law Society of New South Wales and the Continuing Professional Development (CPD) requirements of the New South Wales Bar Association. You may complete this unit of study by enrolling on a non-degree basis or on an audit basis only with no assessment via Single Unit Enrolment.

Courses this unit is available in

The University of Sydney - Sydney Law School