78214 Finance Law

Warning: The information on this page is indicative. The subject outline for a particular session, 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.

Subject handbook information prior to 2017 is available in the Archives.

UTS: Law
Credit points: 6 cp
Result type: Grade and marks

Requisite(s): ( 78101c Postgraduate Legal Research OR ((22 credit points of completed study in spk(s): C04147 Master of Legal Studies OR 22 credit points of completed study in spk(s): C07074 Graduate Diploma Legal Studies OR 22 credit points of completed study in spk(s): C04264 Master of Legal Studies OR 22 credit points of completed study in spk(s): C07122 Graduate Diploma Legal Studies) AND 70211 Contracts) OR ((94 credit points of completed study in spk(s): C04236 Juris Doctor OR 142 credit points of completed study in spk(s): C04250 Juris Doctor Master of Business Administration) AND 70106c Principles of Public International Law AND 70107c Principles of Company Law) OR (94 credit points of completed study in spk(s): C04320 Juris Doctor Graduate Certificate Professional Legal Practice AND 70106 Principles of Public International Law))
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): 76080 Finance Law AND 78215 Finance Law

Description

This subject provides a detailed examination of the Personal Property Securities Act 2009 (Cwlth) including what constitutes secured finance, compliance with the regime, consequences of non-compliance and lessons from domestic and foreign jurisprudence combining the legal analysis with practical application. This subject also considers the legal framework within which commercial enterprises raise debt finance and an examination of issues in talking security. Various forms of secured and unsecured finance are considered, including acquisition and asset financing arrangements and lending to trusts. Methods for protecting unsecured loans are also covered including negative pledge lending and guarantees. Key aspects of insolvency law are also discussed.

Subject learning objectives (SLOs)

1.	identify the legal rights and available remedies involved in taking security to enforce the repayment of a debt;
2.	appreciate the legal and commercial factors that influence the structure of debt funding agreement;
3.	apply the relevant legal principles from different areas of law to common commercial issues involving commercial financing arrangements including contract law, equity and trusts, corporate law and tax law;
4.	appreciate the international and comparative law issues involved in common commercial financing arrangements;
5.	identify relevant legal materials from different jurisdictions and evaluate how these materials affect commercial finance transactions in Australia.

Course intended learning outcomes (CILOs)

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

• Legal Knowledge
  An advanced and integrated understanding of a complex body of legal knowledge including the Australian legal system, social justice, cultural and international contexts, the principles and values of ethical practice, and contemporary developments in law and its professional practice (1.0)
• Ethics and Professional Responsibility
  An advanced and integrated capacity to value and promote honesty, integrity, accountability, public service and ethical standards including an understanding of approaches to ethical decision making, the rules of professional responsibility, an ability to reflect upon and respond to ethical challenges in practice, and a developing ability to engage in the profession of law and to exercise professional judgment (2.0)
• Critical Analysis and Evaluation
  A capacity to think critically, strategically and creatively including an ability to identify and articulate complex legal issues, apply reasoning and research to generate appropriate theoretical and practical responses, and, demonstrate sophisticated cognitive and creative skills in approaching complex legal issues and generating appropriate responses (3.0)
• Research Skills
  Well-developed cognitive and practical skills necessary to identify, research, evaluate and synthesise relevant factual, legal and policy issues and demonstrate intellectual and practical skills necessary to justify and interpret theoretical propositions, legal methodologies, conclusions and professional decisions (4.0)
• Communication and Collaboration
  Effective and appropriate professional 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

Strategy 1 - Seminar discussions: Each class will have a 3 hour seminar that will include small and large group discussions on pre-assigned problems and discussion questions.

Strategy 2 - Class presentations: Each student will prepare a practical case study based on a particular corporate finance transaction to analyse the operation of the legal and commercial issues. This will be presented to the class for group discussion and submitted as a short written assignment.

Strategy 3 - This subject will be taught by legal and banking practitioners who provide a practical focus on the application of the law.

Content (topics)

• Introduction to secured finance
• The Personal Property Securities Act 2009 (Cth)
• Considerations in taking security
• Loan syndications
• Trading loan assets
• Alternatives to secured finance
• Asset finance
• Acquisition finance
• Dealing with distressed borrowers

Assessment

Assessment task 1: Class Participation

Objective(s):	This task addresses the following subject learning objectives: 1, 2, 3, 4 and 5 This task contributes specifically to the development of the following graduate attributes: 1.0, 3.0 and 5.0
Weight:	20%
Criteria:	consistent high quality contributions to class discussion that demonstrate an advanced understanding and application of the subject material demonstrated capacity to build on the contributions made by others in a manner that exhibits a high level of critical analysis and ability to synthesise and explain key points demonstrated advanced understanding of the reading materials as shown through major contributions to class discussions and exercises

Assessment task 2: Presentation

Objective(s):	This task addresses the following subject learning objectives: 1, 2, 3, 4 and 5 This task contributes specifically to the development of the following graduate attributes: 1.0, 2.0 and 5.0
Weight:	20%
Length:	A 15 minute presentation (either in class or online) together with a summary document of no more than 1,000 words.
Criteria:	Demonstrating an advanced understanding of the legal issues involved High level analysis relevant cases and statutory materials Clarity of writing, structure and grammar

Assessment task 3: Research essay

Objective(s):	This task addresses the following subject learning objectives: 1, 2, 4 and 5 This task contributes specifically to the development of the following graduate attributes: 1.0, 3.0 and 4.0
Weight:	60%
Length:	3,000 Words
Criteria:	addressing the question with relevant and high quality legal authorities evidence of high quality research beyond the textbook critical analysis of the question that demonstrates an advanced level of understanding of the legal and practical issues involved in the question clarity of writing and structure which presents a highly persuasive argument appropriate and consistent referencing using the Australian Guide to Legal Citation.

Required texts

King and Wood Mallesons, Australian Finance Law, 7th ed, 2016, Thomsonreuters (please note that only the 7th edition is acceptable)

Harris and Mirzai, Annotated Personal Property Securities Act 2009 (Cth) (CCH, 2nd ed, 2014)

In addition students should have access to the Corporations Act 2001 (Cth) (2016 edition if purchased in hard copy). There is an annotated version Baxt and Finnane, Corporations Legislation 2016 (Thomsonreuters)

Recommended texts

Duggan and Brown, Australian Personal Property Securities Law, 2nd ed, LexisNexis AU,

Cseti and Wardell, Understanding Personal Property Securities Law, 2nd ed CCH

Gullifer, Goode on Legal Problems of Credit and Security, 5th Edition, Sweet and Maxwell

McCracken and Everett, Banking and Financial Institutions Law, 7th Edition, Thomsonreuters

Heydon, Leeming and Turner, Meagher Gummow and Lehane’s Equity: Doctrines and Remedies, 5th ed, LexisNexis AU

Murray and Harris, Keay’s Insolvency, 9th ed, Thomsonreters

Rhodes, Syndicated lending: practice and documentation, Euromoney

Vinter, Practical Project Finance, 3rd Edition, Sweet and Maxwell

Wappett, Essential Personal Property Securities Law in Australia, 3rd ed, LexisNexis AU

Widdup, PPSA A Conceptual Approach, 3rd ed, LexisNexis NZ,

Wood, Comparative Law of Security Interests and Title Finance, 2nd Edition, Sweet and Maxwell

Wood, International Term Loans, Bonds, Guarantees and Legal Opinions, 2nd Edition, Sweet and Maxwell

Wood, Principles of International Insolvency, 2nd Edition, Sweet and Maxwell

References

Whittaker Review of the PPSA,

https://www.ag.gov.au/consultations/pages/StatutoryreviewofthePersonalPropertySecuritiesAct2009.aspx

Other resources

Harris and Mirzai, Australian Personal Property Securities Reporter, CCH Intelliconnect

Lennox, Australian Corporate Finance Law, LexisNexis Butterworths (online)

O’Donovan, Personal Property Securities Law in Australia, Westlaw AU

Wappett (et al), Personal Property Securities in Australia, LexisNexis Butterworths (online)