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Unit of study_
LAWS6997: Cross-Border Deals
2024 unit information
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 unit begins with a brief examination of the US Federal system in which corporate and securities law responsibility is allocated between the states and Federal government, proceeds to a detailed discussion of the process of offering securities in the US and how it can affect non-US offerings in practice and then will explore the regulation of takeovers under US law. Significant US mergers and acquisitions concepts and practices including mergers, breakup fees, poison pills, and proxy fights will be explained in detail. Deal regulation of selected other overseas jurisdictions in which there have been recent activity will also be discussed. We will examine practical consequences of the regulatory requirements, particularly in so far as they relate to mergers and acquisitions. 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 was the Dealpolitik columnist for The Wall Street Journal for over eight years and a Mergers and Acquisitions partner at leading US law firm Skadden Arps Meagher and Flom LLP for almost 25 years, including three years as the Australian resident partner. Further information about this unit is available in the Sydney Law School timetable https://canvas.sydney.edu.au/courses/4533/pages/postgraduate-lecture-timetable, unit of study outline https://www.sydney.edu.au/units and academic staff profile https://www.sydney.edu.au/law/about/our-people/academic-staff.html
Unit details and rules
Managing faculty or University school:
Sydney Law School
| Study level | Postgraduate |
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| Academic unit | Law |
| Credit points | 6 |
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Prerequisites:
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None |
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Corequisites:
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None |
| Prohibitions:
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None |
| Assumed knowledge:
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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 |
At the completion of this unit, you should be able to:
- LO1. identify potential extraterritorial issues arising from deals that originate in Australia (or other countries)
- LO2. Formulate creative solutions to the challenges that arise in international securities transactions
- LO3. Describe the fundaments of U.S. securities law and regulations and identify the substantial risks individuals and entities face when involved in the sale of securities or other transactions involving securities. Assess some of the methods for minimising those risks
- LO4. Communicate to clients the unique aspects of U.S. mergers and acquisitions, including the authority and responsibilities of U.S. directors and shareholders, as well as related concepts such as so-called "poison pills."
Unit availability
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Modes of attendance (MoA)
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