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78113 Securities Regulation

Warning: The information on this page is indicative. The subject outline for a particular semester, location and mode of offering is the authoritative source of all information about the subject for that offering. Required texts, recommended texts and references in particular are likely to change. Students will be provided with a subject outline once they enrol in the subject.

UTS: Law
Credit points: 6 cp

Subject level:

Postgraduate

Result type: Grade and marks

Requisite(s): (78101c Postgraduate Legal Research OR ((102 credit points of completed study in spk(s): C04236 Juris Doctor OR 102 credit points of completed study in spk(s): C04250 Juris Doctor Master of Business Administration) AND (70417 Corporate Law OR 70107 Principles of Company Law)) OR 70211 Contracts)
The lower case 'c' after the subject code indicates that the subject is a corequisite. See definitions for details.
These requisites may not apply to students in certain courses.
There are course requisites for this subject. See access conditions.
Anti-requisite(s): 77901 Securities Markets Law AND 78112 Securities Regulation

Handbook description

This subject examines key issues in the law and regulation relating to securities within Australia. It begins by developing an understanding of the nature of securities as a form of corporate fundraising and then briefly examines how their issuance and trading is regulated within Australia. The regulatory roles of ASIC and ASX in relation to the issuance and trading of securities are then examined. From the basis of this foundational knowledge, the subject is structured into three parts.

  • Part 1 examines the regulation of securities offerings, including the objectives and focus of Australia's investor protection laws, the documentation and procedural requirements for securities offerings, and the liability issues that might arise from deficient disclosure. Part 1 concludes with an examination of the continuous disclosure requirements applying to entities that are listed on Australia's financial markets.
  • Part 2 undertakes an overview of the regulation of significant transactions involving securities, including share reductions, share buy-backs, self-acquisitions and payments of dividends. It then undertakes an overview of the regulation of merger and acquisition activity within Australia.
  • Part 3 focuses on the regulation of financial markets within Australia upon which securities are traded, and the various forms of prohibited conduct involving dealings in securities, including insider trading, market manipulation and short selling.

The subject draws upon recent and current case studies relating to the issuance of, and dealing in, securities both within Australia and overseas to further develop students' knowledge of the various topics examined. Throughout the subject, the significance of several key themes are reinforced, including the importance of timely and accurate disclosure, responsible handling of confidential information, and the potential consequences that might follow from illegal conduct. The subject also develops an appreciation of the commercial considerations that drive and influence significant transactions involving securities, and the various factors which impact upon the operation of financial markets.

Subject objectives

Upon successful completion of this subject students should be able to:

1. understand and apply Australian securities laws across a range of commercial situations involving corporate fundraising through securities markets;
2. appreciate of the commercial, legal and ethical issues that may arise in connection with the operation of Australian securities markets;
3. identify and use electronic and paper-based information resources to locate relevant and up-todate legal materials to assist in resolving securities law problems.

This subject also contributes specifically to the development of the following graduate attributes:

  • Legal Knowledge
    A coherent understanding of fundamental areas of legal knowledge including the Australian legal system, social justice, cultural and international contexts and the principles and values of ethical practice. (1.0)
  • Critical Analysis and Evaluation
    A capacity to think critically, strategically and creatively including an ability to identify and articulate legal issues, apply reasoning and research, engage in critical analysis and make reasoned choices. (3.0)
  • Communication and Collaboration
    Effective and appropriate communication skills including highly effective use of the English language, an ability to inform, analyse, report and persuade using an appropriate medium and message and an ability to respond appropriately. (5.0)

Teaching and learning strategies

The teaching and learning strategies used in this subject involve interactive seminars based largely on group discussion of topics designated in the subject outline.

This subject is conducted with the aim of promoting student-centred learning in order to facilitate a deeper level of understanding of the legal framework of securities market regulation. The extensive use of student discussion will also allow students to benefit from the collective experience of the class members and thereby obtain a more comprehensive, and balanced, appreciation of the topic.

It is expected that students will have completed the required readings and attempted the questions in the course outline in advance of each class. This subject is worth 6 credit points, which means you should be spending on average 9 hours per week working on this subject materials (including attending class).

Content

  1. Introduction to securities regulation
  2. Roles of ASIC and ASX in securities regulation
  3. Securities offerings: An overview
  4. Securities offerings: Disclosure documentation and procedures
  5. Securities offerings: Liability for defective disclosure
  6. Continuous disclosure
  7. Significant corporate transactions
  8. Significant corporate transactions: Regulation of mergers and acquisitions
  9. Regulation of financial markets
  10. Insider trading
  11. Market manipulation and short selling
  12. Securities class actions

Assessment

Assessment task 1: Case Study

Objective(s):

This task addresses the following subject learning objectives:

2 and 3

This task contributes specifically to the development of the following graduate attributes:

3.0 and 5.0

Weight: 10
Length:

500-800 words (equivalent)

Assessment task 2: Class participation

Objective(s):

This task addresses the following subject learning objectives:

1 and 2

This task contributes specifically to the development of the following graduate attributes:

3.0 and 5.0

Weight: 20
Length:

1,000 word equivalent

Assessment task 3: Research essay

Objective(s):

This task addresses the following subject learning objectives:

1, 2 and 3

This task contributes specifically to the development of the following graduate attributes:

1.0, 3.0 and 5.0

Weight: 30

Assessment task 4: Open book final exam

Objective(s):

This task addresses the following subject learning objectives:

1

This task contributes specifically to the development of the following graduate attributes:

1.0 and 3.0

Weight: 40

Required texts

  • Baxt, Black and Hanrahan, Securities and Financial Services Law (LexisNexis Butterworths, 8th ed, 2012).

**Older editions of this text are not suitable**

  • Corporations Legislation 2014. All 3 major publishers (Thomsonreuters, LexisNexis Butterworths and CCH) publish annual editions of the Corporations Act 2001 (Cth). Each of these volumes contains the legislation with brief supporting notes, although the Thomsonreuters version also provides a detailed annual review (by Baxt) and case annotations (by Finanne).

Recommended texts

See UTS online for course reading and helpful texts.

Other resources