|Teacher/Coordinator: Mr Ronald C Barusch|
Classes: Intro Class: Oct 10 (6-8) then Oct 18, 19 & 25, 26 (9-5)
Assessment: short pre-class paper on a cross-border issue (10%), class participation (15%), take-home quiz (15%) and take-home exam (60%)
|This unit is for law graduates and students for the JD degree 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 of overseas securities and corporate laws in cross-border transactions and focuses on resolving the challenges non-Australian issues can pose to transactions even if Australian law applies to many aspects of the deal. |
The lecturer was for over 30 years a merger & acquisition and securities lawyer in the US (resident for several years in Australia) and a significant portion of the class will cover US laws and practices on cross-border deals. 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 practical discussion of the process of offering securities in the US and how it can affect non-US offerings, and finally will conclude with an exploration of the regulation of takeovers under US law. Significant US M&A concepts and practices, including mergers, break-up fees, poison pills, and proxy fights will be discussed.
The remainder of the class will focus on deal regulation of other jurisdictions (including the UK, China and other European and Asian regulations) of international transactions. Practical consequences of the regulatory requirements of these jurisdictions will be discussed, particularly as they relate to M&A, as well as certain subjects that have worldwide applicability (such as due diligence to determine possible corruption, vendor due diligence and directors' duties).
The unit will by a series of lectures, guest lectures and panel discussions. For example, when we discuss due diligence, it is anticipated that a pair of US and Australian practising securities lawyers will join the class to engage in a mock negotiation on how to conduct due diligence to satisfy very different legal standards in the two jurisdictions.
The purpose of the unit is to assist Australian and other non-US lawyers in (a) identifying potential cross-border issues and (b) being creative in solving the challenges that arise in international securities transactions.This unit replaced LAWS6997 Cross-Border Deals - A US Perspective.