This unit is for law graduates 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 relating to overseas securities and corporate laws in cross-border transactions (focusing to a significant extent on US laws and practices). It concentrates on resolving the challenges non-Australian issues can pose to transactions even if Australian law applies to many aspects of the deal. 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 detailed discussion of the process of offering securities in the US and how it can affect non-US offerings in practice, and finally will conclude with an exploration of the regulation of takeovers under US law. Significant US M and A concepts and practices, including mergers, break-up fees, poison pills, and proxy fights will be discussed. The remainder of the unit will focus on deal regulation of selected other overseas jurisdictions in which there have been recent activity. We will also examine practical consequences of the regulatory requirements of these jurisdictions, particularly in so far as they relate to M and A, as well as certain subjects that have worldwide applicability. The unit will be taught by a series of seminars, and may include an occasional guest lecture/panel discussion. The purpose of the unit is to assist Australian and other non-US lawyers in: identifying potential cross-border issues; and being creative in solving the challenges that arise in international securities transactions. The lecturer writes the Dealpolitik column for The Wall Street Journal and was for over 30 years a merger and acquisition and securities lawyer in the US (resident for several years in Australia).
Oct 5, 6 and 12, 13 (9-4)
class participation (10%), in-class quiz (10%) and assignment (80%)
Available to law graduates only. 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.