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Unit outline_

LAWS6997: Cross-Border Deals

Semester 2b, 2024 [Block mode] - Camperdown/Darlington, Sydney

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

Academic unit Law
Credit points 6
Prerequisites
? 
None
Corequisites
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None
Prohibitions
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None
Assumed knowledge
? 

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

Available to study abroad and exchange students

No

Teaching staff

Coordinator Jason Harris, jason.harris@sydney.edu.au
The census date for this unit availability is 27 September 2024
Type Description Weight Due Length
Participation Class participation (10%)
Participation
10% Ongoing n/a
Outcomes assessed: LO1 LO4 LO3 LO2
Online task Online participation (20%)
Contributions to the online discussion forum
20% Ongoing 1,000 words (equivalent)
Outcomes assessed: LO1 LO4 LO3 LO2
Assignment Written assignment (70%)
Assignment question
70% Week 05
Due date: 15 Oct 2024 at 18:00

Closing date: 29 Oct 2024
5,000 words / 4 weeks
Outcomes assessed: LO1 LO2 LO3 LO4

Assessment summary

Online participation (20%): Questions or hypotheticals based on the unit content will be posted on the Discussion Board by the lecturer.  A topic will also be opened on the Discussion Board for each day of lectures for students to discuss online with each other (and the lecturer) that day’s material.  Students are required to make substantive posts at least eight times: four relating to the finance portion of the class and four relating to the M&A portion of the class. The questions or hypotheticals posted more than a week before classes begin will generally remain available for comment for at least one week from posting.  However, topics posted after that may be open as little as three days following posting.  All topics on the Discussion Board will be closed for comment no later than 5:00 p.m. on 15 September 2024 (Sydney, Australia time). Online participation will be assessed in terms of the level it contributes to the discussion and the quality of the analysis of the posting by the student. Some or all questions or hypotheticals may not have "right" answers but will be assessed on the thoughtfulness of the response (and any follow up), the use of knowledge gained in the class and the ability to identify issues for which there may be no perfect answers.

Class participation (10%): Students will be assessed on the quality and consistency of their contributions through questions they ask during the class. Students should volunteer during discussions and ask questions and follow-ups to help the class understand the subjects being discussed. Students will be required to email the lecturer at the end of each week of lectures briefly summarising their in-class participation during that week.

Written assignment (70%): Students will review detailed hypothetical problem scenarios to identify and analyse issues, discuss legal concepts and in some cases suggest advice to hypothetical clients. The assignment will be released on 17 September 2024 at 6pm and due on 15 October 2024 at 6pm (Sydney, Australia time). The word limit is 5000 words (include footnotes).

Students should note that the lecturer does not have authority to grant extensions for the written assignment and applications should be made via Special Consideration in a timely manner if a student needs an extension.

 

Special consideration: Successful grants of Special Consideration may involve alternative tasks, as appropriate.

Word limit penalty: A piece of assessment which exceeds the prescribed word limit will be read and marked only up to the specified word limit. The total word limit for essay and other written assessments will include all footnotes and references.   

Use of editors or proof-readers: The use of assistance in preparing and editing assessment tasks in this unit of study is strictly prohibited. Assistance includes human and automated writing tools (not including spell checking). The use of Studiosity does not breach this rule but must be acknowledged.

Assessment requirement to pass a unit of study: A student must make a genuine attempt at all assessment tasks set out in this Unit of Study in order to obtain a Pass mark and grade (or above); otherwise an Absent Fail grade will be recorded as the student’s result for this Unit of Study.

Assessment criteria

The University awards common result grades, set out in the Coursework Policy 2021 (Schedule 1).

As a general guide, a high distinction indicates work of an exceptional standard, a distinction a very high standard, a credit a good standard, and a pass an acceptable standard.

Result name

Mark range

Description

High distinction

85 - 100

  • Completely answers the question.
  • Contains striking originality of approach or analysis.
  • Demonstrates exhaustive or innovative research (where independent research required).
  • Exceptionally well written, structured and expressed.
  • Is otherwise exceptional in some way.

Distinction

75 - 84

  • Completely answers the question.
  • Achieves a critical and evaluative approach to the issues.
  • Content and structure is well organised in support of the argument.
  • Demonstrates extensive research and analysis to support a well-documented argument.
  • Generally well expressed and free from errors.
  • Has a clear structure and is well articulated.

Credit

65 - 74

  • Covers main issues fairly well in answering the question.
  • Contains no significant errors.
  • Demonstrates an attempted critical approach to the issues.
  • Demonstrates reasonably sound research and analysis in addressing the key issues.
  • Has a clear structure and reasonably clear expression.

Pass

50 - 64

  • Identifies the key issues, but does not follow through with a reasoned argument.
  • Contains some significant errors.
  • Displays satisfactory engagement with the key issues.
  • Offers a descriptive summary of material relevant to the question.
  • Superficial use of material, and may display a tendency to paraphrase.
  • Demonstrates little evidence of in-depth research or analysis.
  • Adequate expression.
  • Overall, demonstrates the minimum level of competence in the assessment and satisfies the requirements to proceed to higher-level studies in the degree or subject area.

Fail

0 - 49

  • Does not answer the question.
  • Contains significant or numerous errors.
  • Few or no identifiable arguments.
  • Content that is inappropriate or irrelevant.
  • Lack of research or analysis.
  • Difficult or impossible to understand through poor grammar, expression or structure.
  • Overall, does not demonstrate the minimum level of competence in the assessment.

For more information see guide to grades.

Late submission

In accordance with University policy, these penalties apply when written work is submitted after 11:59pm on the due date:

  • Deduction of 5% of the maximum mark for each calendar day after the due date.
  • After ten calendar days late, a mark of zero will be awarded.

This unit has an exception to the standard University policy or supplementary information has been provided by the unit coordinator. This information is displayed below:

The late submission of a piece of assessment, which has not been granted an extension, will attract a penalty of 5% of the total marks available for the piece of assessment per 24 hours or part thereof, after the due time on the due date. For example, a submission after 6pm but before the same time the following day will attract a 5% penalty. Late penalties will be strictly applied subject to a grace period of 20 mins. The date and time of submission as recorded by Canvas is taken as the official and final record of a student’s submission.

Academic integrity

The Current Student website provides information on academic integrity and the resources available to all students. The University expects students and staff to act ethically and honestly and will treat all allegations of academic integrity breaches seriously.

We use similarity detection software to detect potential instances of plagiarism or other forms of academic integrity breach. If such matches indicate evidence of plagiarism or other forms of academic integrity breaches, your teacher is required to report your work for further investigation.

Use of generative artificial intelligence (AI) and automated writing tools

You may only use generative AI and automated writing tools in assessment tasks if you are permitted to by your unit coordinator. If you do use these tools, you must acknowledge this in your work, either in a footnote or an acknowledgement section. The assessment instructions or unit outline will give guidance of the types of tools that are permitted and how the tools should be used.

Your final submitted work must be your own, original work. You must acknowledge any use of generative AI tools that have been used in the assessment, and any material that forms part of your submission must be appropriately referenced. For guidance on how to acknowledge the use of AI, please refer to the AI in Education Canvas site.

The unapproved use of these tools or unacknowledged use will be considered a breach of the Academic Integrity Policy and penalties may apply.

Studiosity is permitted unless otherwise indicated by the unit coordinator. The use of this service must be acknowledged in your submission as detailed on the Learning Hub’s Canvas page.

Outside assessment tasks, generative AI tools may be used to support your learning. The AI in Education Canvas site contains a number of productive ways that students are using AI to improve their learning.

Simple extensions

If you encounter a problem submitting your work on time, you may be able to apply for an extension of five calendar days through a simple extension.  The application process will be different depending on the type of assessment and extensions cannot be granted for some assessment types like exams.

Special consideration

If exceptional circumstances mean you can’t complete an assessment, you need consideration for a longer period of time, or if you have essential commitments which impact your performance in an assessment, you may be eligible for special consideration or special arrangements.

Special consideration applications will not be affected by a simple extension application.

Using AI responsibly

Co-created with students, AI in Education includes lots of helpful examples of how students use generative AI tools to support their learning. It explains how generative AI works, the different tools available and how to use them responsibly and productively.

Support for students

The Support for Students Policy 2023 reflects the University’s commitment to supporting students in their academic journey and making the University safe for students. It is important that you read and understand this policy so that you are familiar with the range of support services available to you and understand how to engage with them.

The University uses email as its primary source of communication with students who need support under the Support for Students Policy 2023. Make sure you check your University email regularly and respond to any communications received from the University.

Learning resources and detailed information about weekly assessment and learning activities can be accessed via Canvas. It is essential that you visit your unit of study Canvas site to ensure you are up to date with all of your tasks.

If you are having difficulties completing your studies, or are feeling unsure about your progress, we are here to help. You can access the support services offered by the University at any time:

Support and Services (including health and wellbeing services, financial support and learning support)
Course planning and administration
Meet with an Academic Adviser

WK Topic Learning activity Learning outcomes
Week -01 Introduction; Offerings of securities in the United States Seminar (6.5 hr) LO1 LO2 LO3
Issues arising in cross-border financings Seminar (6.5 hr) LO1 LO2 LO3
Week 01 Fundamentals of United States mergers and acquisitions Seminar (6.5 hr) LO1 LO2 LO3 LO4
M&A cross border issues, using securities as consideration, and other issues arising out of takeovers Seminar (6.5 hr) LO1 LO2 LO3 LO4

Attendance and class requirements

Attendance: All students are required to attend at least 70% of classes to satisfy the pass requirements for each unit of study. Failure to meet this requirement may result in a student being precluded from undertaking the final assessment. 

For units offered in Intensive mode, participation in all scheduled sessions may be expected by a Unit Coordinator in order to satisfy the requirements of the unit.

Referencing:The Sydney Law School expects you to use the Australian Guide to Legal Citation (4th edition, 2018) for your footnoting style, although you should confirm this with your lecturer. A link to the library website where this is set out comprehensively is available at Referencing and Citation Styles: AGLC4. 

Study commitment

Typically, there is a minimum expectation of 1.5-2 hours of student effort per week per credit point for units of study offered over a full semester. For a 6 credit point unit, this equates to roughly 120-150 hours of student effort in total.

Required readings

All readings for this unit other than the prescribed textbook can be accessed via Canvas.

The prescribed textbook is Coffee, Sale and Whitehead, Securities Regulation: Cases and Materials (Foundation Press). IMPORTANT: The edition to be used has not been determined. The publisher has announced that the 15th Edition will be published in late July, and the lecturer plans on using that edition. However, if there are delays in the publication or if the lecturer upon reviewing the new edition has concluded that the 14th Edition is more appropriate, then that will be used. The exact details of the textbook, including the edition chosen, will be posted on Canvas by mid-August.  

Note that an ebook can be purchased from the publisher online at a significantly lower cost than the print book: A link to the ebook for the correct edition will be posted on Canvas by mid-August. In prior years the publisher has provided me with a 10% discount code to be used by my students.  If I obtain such a code, it will also be posted.

Learning outcomes are what students know, understand and are able to do on completion of a unit of study. They are aligned with the University's graduate qualities and are assessed as part of the curriculum.

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."

Graduate qualities

The graduate qualities are the qualities and skills that all University of Sydney graduates must demonstrate on successful completion of an award course. As a future Sydney graduate, the set of qualities have been designed to equip you for the contemporary world.

GQ1 Depth of disciplinary expertise

Deep disciplinary expertise is the ability to integrate and rigorously apply knowledge, understanding and skills of a recognised discipline defined by scholarly activity, as well as familiarity with evolving practice of the discipline.

GQ2 Critical thinking and problem solving

Critical thinking and problem solving are the questioning of ideas, evidence and assumptions in order to propose and evaluate hypotheses or alternative arguments before formulating a conclusion or a solution to an identified problem.

GQ3 Oral and written communication

Effective communication, in both oral and written form, is the clear exchange of meaning in a manner that is appropriate to audience and context.

GQ4 Information and digital literacy

Information and digital literacy is the ability to locate, interpret, evaluate, manage, adapt, integrate, create and convey information using appropriate resources, tools and strategies.

GQ5 Inventiveness

Generating novel ideas and solutions.

GQ6 Cultural competence

Cultural Competence is the ability to actively, ethically, respectfully, and successfully engage across and between cultures. In the Australian context, this includes and celebrates Aboriginal and Torres Strait Islander cultures, knowledge systems, and a mature understanding of contemporary issues.

GQ7 Interdisciplinary effectiveness

Interdisciplinary effectiveness is the integration and synthesis of multiple viewpoints and practices, working effectively across disciplinary boundaries.

GQ8 Integrated professional, ethical, and personal identity

An integrated professional, ethical and personal identity is understanding the interaction between one’s personal and professional selves in an ethical context.

GQ9 Influence

Engaging others in a process, idea or vision.

Outcome map

Learning outcomes Graduate qualities
GQ1 GQ2 GQ3 GQ4 GQ5 GQ6 GQ7 GQ8 GQ9

This section outlines changes made to this unit following staff and student reviews.

No changes have been made since this unit was last offered

Disclaimer

The University reserves the right to amend units of study or no longer offer certain units, including where there are low enrolment numbers.

To help you understand common terms that we use at the University, we offer an online glossary.