78215 Finance Law
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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.
Credit points: 8 cp
Result type: Grade and marks
Requisite(s): ( 78100c 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)))
The lower case 'c' after the subject code indicates that the subject is a corequisite. See definitions for details.
There are course requisites for this subject. See access conditions.
Anti-requisite(s): 76080 Finance Law AND 78214 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)
Upon successful completion of this subject students should be able to:
| 1. | identify the legal rights and available remedies involved in taking security to enforce the repayment of a debt; |
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| 2. | appreciate the legal and commercial factors that influence the structure of debt funding agreements; |
| 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) - 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 contributes specifically to the development of the following graduate attributes: 1.0, 3.0 and 5.0 |
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| Weight: | 20% |
| Criteria: |
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Assessment task 2: Presentation
| Objective(s): | This task contributes specifically to the development of the following graduate attributes: 1.0, 3.0, 4.0 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: |
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Assessment task 3: Research essay
| Objective(s): | This task contributes specifically to the development of the following graduate attributes: 1.0 and 3.0 |
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| Weight: | 60% |
| Length: | 4,000 Words |
| Criteria: |
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Required texts
King and Wood Mallesons, Australian Finance Law, 7th ed, Thomsonreuters (please note only the 7th ed, 2016 is acceptable)
Harris and Mirzai, Annotated Personal Property Securities Act 2009 (Cth), 2nd ed, 2014, CCH
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 and Leeming, 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,
http://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)
