Monash University Handbook 2011 Postgraduate - Unit

Refer to the specific census and withdrawal dates for the semester(s) in which this unit is offered.

Synopsis

This unit is intended to provide a detailed overview of the law surrounding the Australian equity capital markets. The unit will consider the background to the regulation of disclosure in this area, the policy underpinnings supporting that regulation, the content of the disclosure regimes that apply and the sanctions regimes that support enforcement of that regulation.

Topics include:

1. The history of regulation of corporate fundraising.
2. Theories of disclosure regulation
• The efficient market hypothesis
• Behavioural economics
3. The gateways to Chapter 6D and Part 7.9 of the Corporations Act 2001 (Cth)
• What is a security? What is a financial product?
• Primary and secondary issuance
• Anti-avoidance
4. Exceptions to the need for a disclosure document
5. The offering process
• Procedural requirements
• Advertising
• Share hawking
6. Content of disclosure documents
• Prospectus
• Short form prospectus
• Incorporation by reference
• PDS
7. Some common forms of equity offerings in Australia
• Rights issue
• RAPIDS's
• Placements
8. Liability for defective disclosure
• Stop order
• Criminal sanctions
• Civil liability
9. Due diligence defences
10. Concurrent liability issues
• Concurrent liability
• Indemnification
• Professional schemes

Objectives

A student who successfully completes this unit should have a good understanding of:

1. the policy underpinning the regulation of Australian equity capital markets
2. the content of the disclosure regimes that apply
3. the sanctions that support enforcement of that regulation.

Assessment

Research assignment (3,750 words): 50%
Take-home examination (3,750 words): 50%

Chief examiner(s)

Ms Evie Bruce

Contact hours

24 contact hours per semester (either intensive, semi-intensive or semester long, depending on the Faculty resources, timetabling and requirements)

Prerequisites

LAW7263 Australian corporate law or equivalent