Authorised by Academic Registrar, April 1996
Objectives Students who successfully complete this subject should (1) be able to analyse the circumstances of a potential offeror and a proposed target company and provide advice as to (a) the principal means by which a takeover may be effected (and the advantages and limitations of each alternative), (b) how to prepare for and conduct the takeover, and (c) the defensive strategies and tactics available to the target company to oppose the takeover; (2) be familiar with the structure of regulation of takeovers in Australia including the respective roles and principal powers of the Australian Securities Commission, the Australian Stock Exchange Ltd and the Corporations and Securities Panel, and extent to which the decisions of these bodies are subject to appeal or review; (3) be able to analyse and examine critically arguments concerning the desirability and effects of takeovers and the regulation of takeovers; and (4) find that their research skills, and their ability to construe and apply a complex statutory scheme, are both enhanced.
Synopsis The subject will address the desirability of takeovers and the need for regulation; the principal means of effecting takeovers; the regulatory structure, including the respective roles and powers of the Australian Securities Commission, the Corporations and Securities Panel and the Australian Stock Exchange Ltd, and the means by which regulatory decisions may be challenged; the operation of the basic prohibition in Corporations Law s615; the exceptions to the basic prohibition and their availability; preparation for and conduct of a takeover; takeover schemes and takeover announcements; defensive strategies and tactics available to target companies; the principal means of compulsorily acquiring minority shareholdings; and takeover by scheme of arrangement.
Assessment Research paper (4000-6000 words): 40%-60% + Final examination: 60%-40%