77901 Securities Markets Law¹

This subject examines the body of law, regulation and practice with respect to the markets for corporate securities and the principal transactions on those markets by corporations and their investors. The focus is upon Australian law but comparative perspectives are drawn from time to time, especially from the well developed United States system of securities market regulation.

The subject does not give close attention to the regulation of financial services under the Corporations Act 2001, (Cth) Pt 7.10, which topic is covered in the specialist subject 78006 Financial Services Law. However, 77901 Securities Markets Law covers the topics of insider trading and market manipulation in relation to corporate securities, matters contained in Corporations Act 2001, (Cth) Pt 7.10.

The topics covered in the subject include:

• an introduction to corporate finance through the regulation of major equity capital transactions such as reductions, buy-backs, self-acquisitions and dividend payments
• corporate fundraising – the disclosure policy of new issue regulation, the requirement of a disclosure document, content obligations, liabilities and remedies with respect to securities offerings
• the legal structure of securities market regulation and the respective powers and functions of the Australian Stock Exchange and the Australian Securities and Investments Commission
• continuous disclosure obligations and liabilities
• the regulation of short selling
• market misconduct
• insider trading
• an introduction to takeover regulation – prohibited acquisitions of relevant interests in voting shares, takeover offers and the conduct of bids, frustrating action by target companies, compulsory acquisition and buy-out of minorities.

The subject is taught in intensive mode. An examination assesses understanding of core areas. Students may complete a research paper on a topic of their choice, in lieu of examination assessment, on a portion of the curriculum.

Footnote(s)

1. LLB students require a minimum weighted average mark (WAM) of 65 per cent to do this subject, calculated as SUM (credit points x mark)/total credit points. This requirement may be reviewed in the future. If a student enrols with a WAM below 65 per cent they will be withdrawn from the subject after the last date to add a subject and consequently will not be able to enrol in an alternative subject in that semester.