This subject introduces the fundamentals of accounting and financial statement interpretation within the context of government and commercial environments. Commencing with an examination of the principal financial statements the subject navigates the nature and types of transactions undertaken by organisations and how these transactions are recorded and reported. In the second half of the semester the subject addresses the key techniques for deeply assessing the financial performance, funding capacity and solvency of organisations. Finally the subject concludes with an examination of the accounting policy choices organisations may use to present their financial statements in the best possible light.

Principal topics include:

• The purpose of accounting
• Accounting reports and analysis
• Financial statement ratios
• Financial statement disclosures
• Accounting policy choices and earnings management
• Accounting reports and business failures
• The limitations of accounting information.

The subject considers key legal concepts employed in commercial law and the practical role they play in solving commercial disputes. Our focus is on key structures and relationships used in commercial transactions, and the question of how such structures and relationships may affect third parties. As commercial parties often need to decide what legal structure to adopt in a relationship, we consider and compare the differing legal consequences of different types of commercial transactions, looking at their effect on both contracting parties and third parties. In doing so, we look at how key conceptual building blocks of commercial law (such as agency; trusts; sale; assignment; and security) are applied in practice. Given the international nature of much commercial law, and the important ongoing influence of shared common law concepts, we consider both Australian and English materials.

The syllabus remains flexible to ensure that our focus is on recent developments and topics of current interest. In 2021, the core topics studied will be: (i) agency: its internal and external aspects; (ii) trusts and their use in commercial transactions; (iii) sale and the effect of passing property; (iv) assignment of contractual rights and the practical effects of non-assignment clauses; (v) the operation of good faith in commercial relationships. Broader themes to be discussed include: (i) the effects of different transactions on third parties, including the limits placed by the law on the parties’ freedom to determine such effects; (ii) the interaction of common law, equity and statute in commercial contexts.

Students taking this subject will be assumed to have a basic knowledge of the principles of contract law, property law, equity and trusts, as applied in Australia or other legal jurisdictions.

Principal topics:

• Agency: internal and external aspects
• The use of trusts in commercial relationships
• Sale and the effect of passing property
• The transfer and protection of intangible commercial rights, including assignment of choses in action
• The role of good faith in commercial transactions

Australia has a detailed and comprehensive consumer protection regime dealing with the supply of goods and services, including financial products, to consumers. Primary legislation is the Australian Consumer Law (ACL), found in Schedule 2 of the Competition and Consumer Act 2010(Cth); equivalent provisions in the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act) applying to financial services and products; and, for consumer credit, the National Consumer Credit Protection Act 2009 (NCCP Act). This subject provides students with a detailed knowledge of key features of the consumer protection regimes underlying the supply of goods, services and credit to consumers, along with the common law principles and policy imperatives that underpin these regimes. The lecturers include one of the Law School's private lawyers with specialist expertise in consumer law, and a leading practitioner in this field of law.

Principal topics include:

• Purposes of consumer protection law
• The regulatory toolkit
• Common law doctrines underlying the legislative regime
• Enforcement and remedial strategies.
• Key consumer protection regimes under the ACL, ASIC Act and NCCP Act:
  • Misleading or deceptive conduct
  • Unconscionable conduct
  • Interest rate caps and responsible lending
  • The specific regulation of small amount loans
  • Unfair contract terms.
  • Consumer guarantees and implied terms

This subject examines the fundamental principles under Australian law relating to the provision of credit by financiers to borrowers. The subject has as its focus the legal design of key secured financing transactions and the chief means by which financiers manage the risk of a borrower’s default or insolvency. The topics covered range from 'vanilla' loans supported by security interests and guarantees to more complex title-based transactions, including assignments, leases and securitisations. The subject also discusses the Australian Personal Property Securities Act.

This subject is a preparatory subject for the more specialised subjects in the Banking and Finance Law program.

Principal topics include:

• The financier–borrower relationship and key governance issues in banking and finance transactions
• Building blocks of banking and finance transactions
• Law relating to guarantees and security interests
• Legal design of more complex banking and finance transactions

Blockchain is one of the most important technologies to impact law and business in recent years, and presents many challenges and opportunities for lawyers. Blockchain is revolutionising finance, eliminating the need for "trusted” human intermediaries and using computer code to facilitate automated transactions.

This subject is designed to introduce students to the emerging social, economic and legal issues associated with blockchain and cryptocurrencies. It will initially consider the extent to which we should allow regulation and government intervention to influence the development and adoption of blockchain technologies, including cryptocurrencies, balancing the maintenance of social and legal norms against the need to let a nascent technology innovate and disrupt. The subject will then analyse how to maintain rule of law through appropriate legal and regulatory levers. The subject is grounded in the law, but also seeks to be broad and interdisciplinary.

Principal topics will include:

• Introduction to cryptocurrencies and blockchains
• Introduction to smart contracts and governance design
• Regulation of finance and securities markets in the age of blockchain
• Initial coin offerings and their regulatory framework
• Digital identity and privacy
• Intersection of blockchain technologies with existing legal frameworks
• Legal services use-cases for blockchain technologies

This subject will be delivered online in 2020 over the scheduled dates.

Equitable doctrines and remedies lie at the heart of commercial conduct, transactions and private law litigation. They provide unique standards of conduct that restrict and guide commercial dealings and a raft of powerful personal and proprietary remedies that dictate defendant liability when transactions fail. Over recent years their influence has been seen not only in important judicial decisions affecting commercial dealings, but in the raft of legislation that now builds on those equitable foundations. This subject considers some of the more pressing points of convergence between equitable doctrine and commercial practice, and examines their ongoing relationship with key statutory counterparts. In doing so, the subject is tightly structured to ensure that students are exposed to cutting-edge legal theory concerning court-led equitable developments and to the ramifications of those developments at the coal-face of commercial practice and dealings.

This subject will be relevant to transaction lawyers involved in planning, initiating and drafting contracts, for corporate lawyers and regulators involved in consumer and banking law and for commercial litigators. The lecturers are internationally recognised experts in the commercial applications of equitable doctrines and remedies. They are also exceptional teachers, evidenced by the consistently outstanding results in the student experience surveys for this subject.

Principal topics include:

• The role of equity in commercial transactions
• The nature of the fiduciary obligations, including the avoidance and ‘management’ of fiduciary conflicts
• Undue influence, mistakes and the enforcement of domestic guarantees in banking contexts
• Quistclose trusts
• The role of estoppel in commercial transactions
• Equitable remedies for breach of obligation, with special reference to gain-based awards and constructive and resulting trusts.

Company takeovers are an integral part of stock markets in Australia and overseas. Their regulation seeks to deal with the often competing objectives of market efficiency and fairness to shareholders. This subject examines the laws and rules in the area, from both a theoretical and a practical point of view and deals with the key legal concepts and steps that occur in a typical takeover bid and takeover defence, illustrated by actual transactions.

The lecturer is a practising takeover lawyer, textbook author and former long-standing member of the Takeovers Panel—Australia’s takeover dispute resolution body—which helps ensure that the subject matter is topical and current.

Principal topics include:

• The Eggleston principles
• The 20% rule
• Shareholding disclosures
• Exempt acquisitions
• Pre-bid activity
• Scheme alternative
• Bidder’s statements
• Action during the bid
• Defensive strategies
• Target’s statements
• Compulsory acquisition
• Role of the Australian Securities and Investments Commission (ASIC) and the Takeovers Panel
• Dispute resolution
• Compulsory acquisition.

Globalisation is driving corporate tax systems closer together and often into conflict. For many tax practitioners, it is now not enough to know their own corporate tax system—they must grapple with and question the operation of other corporate tax systems. This subject seeks to develop an ability to understand and analyse any corporate tax system and assess its impact on corporate decision-making. With a dedicated textbook (written by the presenter), this subject compares a number of influential and archetypal corporate tax systems (both common law and civil law) and assesses their behaviour in the context of practical problems. For tax professionals, this subject develops an ability to ask direct and informed questions about a foreign corporate tax system and discuss that system at a high level with foreign tax professionals.

This subject will compare and analyse corporate income tax law in selected countries (Australia, China, Germany and the US, with some reference to the UK) and consider how these laws interface with corporate law. Participants will be encouraged to discuss other jurisdictions with which they are familiar and students are permitted to cover other countries in their research paper. The approaches adopted are analysed by reference to various policy options available. There is a particular focus on problems caused by the artificiality of corporations.

Principal topics include:

• Identification of entities (including hybrids) subject to corporation tax
• Corporate groups and personal service companies
• Debt versus equity and relief from economic double taxation of dividends
• Cross-border corporate income and dividends
• Gains/losses on the disposal of shares, takeovers and sale of loss companies
• Corporate formation, share buy-backs and liquidation
• Bonus issues, convertible notes, mergers and demergers.

Contract interpretation is one of the most important topics in commercial law. In recent years, interpretation disputes have come to dominate contract litigation. Because views can differ as to basic questions — such as whether particular words have a plain meaning, and what 'commercial sense’ dictates in a given situation — the outcomes of these cases can be difficult to predict. This subject will study the core principles of contract interpretation in Australian and English law. It will also examine the closely related principles concerning implied terms, rectification and estoppel by convention. Current issues and controversies will be considered. The common law approach to contract interpretation will be compared with those adopted in important international instruments such as the United Nations (UN) Convention on Contracts for the International Sale of Goods. The lecturer is a former commercial practitioner who has taught contract law for many years and has published widely on relevant topics.

This subject will examine the principles governing the interpretation of commercial contracts, and the closely related principles concerning implied terms, rectification and estoppel by convention.

Principal topics include:

• Contemporary approaches to interpretation
• The availability and relevance of extrinsic evidence
• Comparison between the common law principles of contract interpretation and those of international instruments such as the UNIDROIT Principles of International Commercial Contracts
• The role of contractual purposes
• The role of commercial commonsense
• Plain meaning, absurdity and unreasonableness
• The interpretation of limitation of liability clauses
• Implied terms
• The equitable remedy of rectification
• Estoppel by convention

Corporate governance is of national and international importance. This subject has a strong focus on the law relating to corporate governance, particularly the duties and responsibilities of company directors and other officers, primarily from an Australian perspective but also considering the approach taken in other jurisdictions. The director has been described in one court judgment as “an essential component of corporate governance” who is “placed at the apex of the structure of direction and management of a company”. The lecturer is the author of leading publications dealing with corporate governance, including the major Australian book on directors’ duties, and he has also been involved in a number of corporate governance reforms enacted by Parliament.

Principal topics include:

• The concept of corporate governance
• Overview of the current framework of corporate governance and the duties of directors and other officers
• Who is subject to duties?
• To whom are duties owed?
• Duties to act with care and diligence, in the best interests of the company, and for a proper purpose
• Duty to avoid conflicts of interest
• Duty to prevent insolvent trading
• Role of the Australian Securities and Investments Commission (ASIC) in enforcing directors’ duties
• Role of shareholders in corporate governance
• Role of industry corporate governance guidelines and the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations.

The law of corporate insolvency plays a significant role in a modern economy. Recent economic downturns, coupled with high-profile corporate collapses, have emphasised its importance. But several parliamentary and other enquiries have highlighted its shortcomings, and the effectiveness of recent law reform initiatives remains to be seen.

This subject, taught by a lawyer who practises day-to-day in the area and by two recently retired judges, the Hon Simon Whelan QC and the Hon Julie Dodds-Streeton QC, takes a practical approach. It will be of particular relevance to practitioners whose work involves insolvency and related issues—whether from the ‘back end’ (eg litigators) or ‘front end’ (eg transactional, banking or property lawyers).

Students will be expected to have some background knowledge in the subject matter before enrolling. At the least, they should have or obtain (for instance, by previous study in corporations law or by pre-subject reading) a general familiarity with the formal regimes (i.e. liquidation, administration and receivership) and relevant statutory provisions as a backdrop against which to consider the topics and issues covered in the course.

Principal topics include:

• Foundations of insolvency law: history, philosophy, policies and principles
• The meaning of “insolvency”; winding up, the powers and functions of liquidators
• Distribution of assets: parri passu; the ranking of claims; priority creditors; the effect of security
• Avoidance of antecedent transactions; combatting “phoenix” activity
• Insolvency of corporate groups: directors’ duties; insolvent trading; pooling
• voluntary administration and deeds of company arrangement (DOCAs)
• Receivership: intersection with other insolvency regimes
• Restructuring and rescue: schemes of arrangement, DOCAs, and informal mechanisms.

This core tax subject examines the policies, detailed rules and current practical problems involved in the taxation of companies and shareholders in Australia, particularly at shareholder level. The lecturers are leading practitioners and they will consider the tax rules that apply to shares, corporate distributions, Australia‘s imputation system and the debt-equity integrity rules.

This subject consists of a detailed examination of the tax rules applied to companies and shareholders in a domestic setting in Australia, with a focus on issues at the shareholder level.

Principal topics include:

• The policy and problems of taxing companies and shareholders
• Tax treatment of contributions of share capital and assets to a company
• Debt-equity classification
• The corporate shareholder imputation system
• Private company deemed dividends
• Franking credit and capital streaming and associated anti-avoidance rules
• Taxation of company distributions and dealings with interests in companies, including liquidations and share buybacks.

Digital technology is changing markets and the way in which consumers interact with them. This subject investigates the challenges raised by this transformation for policies and laws that aim to protect consumers in their market dealings and for the values that underpin these regimes. It will do this through a series of case studies critically examining different features of the consumer-market exchange in a digital age and the responses by governments to date. Through the lens of these case studies, students will:

• critically consider the adequacy of traditional policy and law in responding to the challenges raised by digital technology in the consumer market;
• explore what additional types of interventions and strategies might be used in responding to the distinctive characteristics of the digital consumer market; and
• investigate and evaluate the responses of different jurisdictions, including, as relevant, Australia, India, China, ASEAN, European Union, Canada and the United States in addressing effective consumer protection in a digital age.

This subject will be delivered online in 2020 over the scheduled dates.

This subject is concerned with the regulation of financial intermediaries, including financial product issuers, broker/dealers, fund managers, custodians, financial planners and investment advisers. Orthodox approaches to the regulation of financial intermediaries have been under significant challenge since the Global Financial Crisis, with more to come. The subject combines a thorough technical grounding in the current law governing the provision of financial services to retail and wholesale clients in Australia with broader perspective on likely future directions in financial services regulation. The lecturer is a former Australian Securities and Investments Commission (ASIC) Regional Commissioner and one of Australia’s leading experts in the areas of funds management law and financial services regulation

This subject examines the regulation of financial services providers and the legal dimensions of their relationship with their clients. In particular, it deals directly with relevant parts of Chapter 7 of the Corporations Act 2001 (Cth) and the general law relating to brokers, dealers and financial advisers. It also covers the related topic of financial product disclosure.

Principal topics include:

• Policy underpinning Chapter 7 of the Corporations Act 2001 (Cth)
• Theoretical and comparative approaches to regulating financial intermediaries
• The Australian Financial Services (AFS) licensing regime
• Financial services disclosure
• Statutory and general law duties of financial services providers
• Financial product disclosure
• Roles and powers of the Australian Securities and Investments Commission (ASIC) and the Australian Prudential Regulation Authority (APRA)
• The impact of new technologies in financial services: regulating for disruption.

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Hedge funds and private equity funds involve the allocation and investment of trillions of dollars, ultimately in a wide range of financial instruments and numerous operating companies across a variety of industry sectors. In recent years, managers of these ‘alternative investment funds’ have become subject to heightened scrutiny from regulators and the media. This subject provides an opportunity to learn in detail about the structuring and operation of hedge funds and private equity funds, providing students with an advanced and specialised knowledge in the relevant areas of law, and will examine recent developments in these areas.

Principal topics include:

• Introduction to hedge funds and private equity funds
• Dramatis personae
• Overview of regulatory issues relating to structuring
• Overview of regulatory issues relating to marketing
• Investors and due diligence issues
• Investment objectives and restrictions
• Legal documentation for a hedge fund
• Current issues related to hedge fund managers and investors
• Legal documentation for a private equity fund
• Current issues related to private equity fund managers and investors.

In the wake of the Global Financial Crisis (GFC) of 2008, the visibility of finance and financial regulation has increased dramatically. This subject will provide an overview of the global financial system and international efforts to build structures to support its proper functioning. Taking an integrative approach, the subject will look at the evolution of the global financial system, its structure and regulation. In doing so, it will analyse financial crises, especially the GFC, and responses to it, the Basel Committee on Banking Supervision (BCBS), the Financial Stability Board (FSB) and the International Monetary Fund (IMF).

Principal topics include:

• The historical evolution of the international financial markets from Bretton Woods to the present
• Costs and benefits of internationalisation and globalisation of finance
• International debt and derivatives markets
• International prudential regulation and capital adequacy
• The rise of emerging markets and their integration into the global financial system
• Major international financial crises, their causes and implications
• Regulatory responses to financial crises and mechanisms for crisis resolution
• The international financial architecture and its evolution
• The impact of technology on global finance and its regulation: FinTech and RegTech.

The purpose of this subject is to give students an advanced and integrated understanding of the legal issues that arise in international financial transactions. This is achieved by looking at the principal transactions, analysing the ways in which they are structured and implemented, and identifying relevant legal issues. This subject provides students with an insight into cross-border transactions and the role of international finance lawyers. It is therefore of particular interest to lawyers practising or seeking to practise law in this area and also to lawyers and bankers in commercial and investment banks.

Principal topics include:

• The regulation of international finance
• Financing options: bank financing versus capital markets financing
• Debt capital markets
• Syndicated lending
• Techniques of loan sales: novation, assignment and participation
• Legal issues, including insolvency, security, the use of trusts, contractual rights and governing law
• Islamic finance
• Transactions: derivatives, asset securitisation and project finance.

The Challenge of a Decade, if not our Generation. Can sustainable finance be the answer to climate change, poverty and inequality? The purpose of this subject is to immerse students in sustainable finance in international practice, from sustainable lending, green bonds, renewable energy, innovative structured products and impact investing. Across these markets, key legal concepts, structural features and documentation are covered in detail. By engaging in-depth, through term sheet negotiations, and pitches the students jointly develop the skills to assess, prioritise, challenge and negotiate these transactions.

The subject coordinator draws on his own experience in global sustainable finance, and invites experts from international law firms and organisations, to help you become ‘more than a lawyer’.

Principal topics include:

• The Sustainable Development Goals, the evolving regulatory framework of sustainable finance, and implementation by banks, development institutions, funds and corporates in international practice
• Understanding the structural features of sustainable lending, including sustainability-linked loans (SLLs) as well as inclusive finance, along with the relevant principles and contentious issues in negotiation
• Thoroughly analysing and comparing the green, blue, orange, social and sustainable bond structures and terms, including social impact bonds, bond linked to sustainable performance, as well as their challenges in practice
• Negotiating and mastering the negotiation of key terms of renewable energy project finance
• The implementation of impact investing in fund management and private equity, in day to day practice
• How structured finance can further sustainable goals, for instance through refugee finance, vaccine bonds, drought risk transfer and microfinance securitisation
• The litigation challenges in sustainable finance for both investors, issuers and ‘green’ rating agencies, for instance the risk of mis-selling ‘green’ products, and how to address this and other risks in documentation as well as through strategic means.

Insurance is a cornerstone of effective risk transfer. It is often critical to the viability of commercial enterprises and transactions. However, insurance contracts and arrangements have become increasingly complex, and specialised knowledge is required to understand their operation and limitations. This subject will provide an in-depth understanding of liability insurance, which indemnifies insureds against liability to third parties, and comprises a large part of the insurance market. It will examine the roles and obligations of participants in the insurance industry, different types of liability insurance, key principles of the common law regarding insurance, and legislative intervention, especially the Insurance Contracts Act 1984 (Cth), including recent amendments to the Act. The lecturers are barristers specialising in insurance law, who for many years have represented and advised both Australian and overseas insurers.

Principal topics include:

• The structure and operation of contracts of liability insurance, and the main forms of liability insurance, including professional indemnity insurance public and products liability insurance, and directors’ and officers’ insurance
• The operation of the global insurance industry and the roles of various insurance industry participants, such as underwriters (including Lloyd's syndicates), excess insurers, co-insurers, reinsurers, captives, underwriting agents, claims officers, lawyers, insurance brokers and loss adjusters
• An overview of the legislative and regulatory framework for the Australian insurance industry
• The construction of insuring clauses and extensions
• The construction of exclusion clauses and conditions, including cross-liability, severability and non-imputation clauses
• The operation and effect of the Insurance Contracts Act 1984 (Cth) and its interplay with the laws of contract, equity and tort, on matters including:
  • The duty of utmost good faith
  • Misrepresentation and non-disclosure
  • Notification of claims and circumstances
  • Section 54 of the Insurance Contracts Act 1984 (Cth) and remedies for breach of insurance contracts
  • Cancellation of insurance contracts
  • Rights of third party beneficiaries
  • Subrogation
• Double insurance
• An analysis of issues requiring further legislative reform.

Project finance is the financing of major projects. It often takes the form of a financing arrangement under which the monies raised for a project are repaid primarily from the project’s cash flow, with the project’s assets held as collateral. It enables the sponsor of a project to arrange financing with no recourse, or limited recourse, to the sponsor’s balance sheet. Project finance is complex in view of the number of parties involved, the security that is taken over the project’s cash flow and assets, the nature of the rights that are exercised by the lenders in respect of the project generally and the cross-border character of stakeholders. Project finance lawyers need to have an in-depth understanding of both the legal issues that arise as well as the commercial and operational aspects of the project.

The lecturer is a leading practitioner in this area and will introduce students to the key legal, contractual and structural issues concerning major projects and project finance, and analyse these issues in the context of a number of case studies in the mineral, energy and infrastructure sectors.

Principal topics include:

• Characteristics of suitable projects
• Characteristics of project financing in Australia
• Project financing techniques
• Identification of risk and techniques for allocation of risk
• Structuring financing requirements for a project
• Contractual arrangements
• Project financing default and remedies
• Case studies of project financing in mineral, energy and infrastructure sectors.

This subject will be delivered online in 2020 over the scheduled dates.

In recent decades, the rate of technological innovation in financial services has accelerated, posing new challenges for regulators and regulated financial services firms around the world. This course will provide a brief introduction to the existing technologies and business models used by established financial services firms and the regulatory framework that applies to them, before examining how new technologies and new business models are transforming financial services around the world. Different law reform strategies adopted by regulators in different countries will be assessed, as will business strategies of regulated firms to accelerate their rate of innovation. As national regulators confront the challenge of protecting local consumers in global markets, they may respond by collaborating with other national regulators, with extraterritorial enforcement of their laws, collaboration with private regulators, or ceding the terrain to private regulators. Although cryptocurrencies, blockchain and distributed ledger technologies may receive the most media coverage, many other case studies of disruptive 'FinTech' innovation and its regulation in both advanced and emerging economies will be examined.

Principal topics include:

• Commercial banks and bank regulators
• Global harmonization of bank regulation
• Payment systems and payment law
• Legacy technologies and internal controls
• Economics of networks and platforms
• Economic drivers of innovation
• Better regulation and new governance
• The rise of smart machines
• Evidence-based problem solving
• 'RegTech' is the new FinTech
• Faster payments/immediate payments
• Bitcoin, blockchain, distributed ledger
• FinTech regulation in the United States; United Kingdom and European Union; China; and India.

Regulation has become a permanent feature of the way in which contemporary democratic economies, including Australia, are governed. There are few spheres of economic activity that are not subject to some form of regulatory oversight and control. Daily news programs rarely pass without some mention of a significant regulatory decision, proposed regulatory reform or allegations of some regulatory failure or scandal. For lawyers, dealings with regulators and regulatory regimes have become part of the staple diet of their work. Yet the practice of regulation is far from straightforward. Regulatory policy and practice has evolved considerably from its traditional origins in the form of ‘command and control’, accompanied by the growth of specific terminology and concepts that are likely to be unfamiliar to those other than regulatory technocrats. This subject provides an opportunity for students to develop an understanding of, and critically to evaluate, the basic tools, techniques and decision-making methodologies that are employed in regulatory design and practice. It will be of interest to both private and public sector lawyers who practise in regulated sectors of the economy, enhancing their understanding of how regulators go about the business of regulatory decision-making.

Principal topics include:

• Introduction: What is ‘regulation’ and ‘governance’?; the regulatory agency: institutional features, strengths and shortcomings; the rise of the ‘regulatory state’; regulatory regimes and the role of non-state actors
• Tools, techniques and instruments of regulation: command—traditional legal prohibitions backed by sanctions; competition—market based approaches; communication—information disclosure and publicity-based approaches; consensus (including self-regulation); code architecture and the use of ‘nudge’ techniques
• ‘New governance’ approaches to regulation: choice of Instrument; ‘hybrid’ approaches to regulation; responsive regulation, ‘smart regulation’ and its variants (including meta-regulation); algorithmic regulation, cost-benefit analysis and regulatory impact assessment and ‘better regulation’
• Enforcement and compliance: problems with rules; principles-based regulation; the role of the criminal and civil law; punitive civil sanctions (the Macrory Review); regulatory enforcement styles; national styles of regulation; private enforcement, third party monitoring and certification systems and the role of technological instruments for monitoring and control.
• Appraising Regulation: regulatory accountability; regulatory legitimacy: between democracy and expertise.

The Australian states and territories levy various taxes on businesses and individuals, including payroll tax, land tax, duties on transfers and acquisitions, leases and workers’ compensation levies. Interpreting and complying with this multitude of taxes, only some of which are harmonised across state borders, poses significant challenges for Australian businesses and state revenue agencies alike. Many jurisdictions are enacting more comprehensive anti-avoidance and business entity rules in key state taxes - for example, those applying to trusts or corporate groups - and there is increasing litigation on state taxes in courts around the country. This subject will provide tax professionals with an advanced knowledge of the structure and practical operation of state taxes and duties in a commercial context, taking account of the most recent trends and developments in this field.

This subject will consider in detail the operation of various state taxes and duties, in particular:

• Duties
• Land tax
• Payroll tax and workers’ compensation levies.

Principal topics include:

• Analysis of duties, land tax, payroll tax and workers’ compensation levies legislation in Victoria and brief comparisons with other jurisdictions
• Consideration of Victorian duty liabilities on various dutiable transactions, landholder acquisitions and other business and commercial transactions
• Consideration of the key features and concepts relevant to how land tax is assessed in Victoria
• Consideration of the types of compensation that are subject to payroll tax and/or workers’ compensation levies
• The broad range of anti-avoidance provisions
• Exemptions from state taxes, duties and levies
• Administration of the state taxes system, including obligations to provide information and rights to object to assessments and appeal.

This core tax subject is designed to explore in detail the fundamental principles of income tax, fringe benefits tax and capital gains tax in relation to business and investment. It will provide the requisite skills and knowledge to identify and better deal with income tax problems that arise in practice and in other tax subjects. The lecturers are leading practitioners or academics with extensive experience in the field.

Principal topics include:

• The structure of the Australian income tax system
• The structure of the legislation, interaction mechanisms and derivation
• Multi-step transactions
• Deferred payments
• Expense characterisation and calculation of cost
• Valuation and conditions of employment
• Reimbursements and apportionment of deductions
• Capital gains tax: dissecting receipts and part disposals
• Deemed disposals
• Capital allowances and cost-base write-down
• Creation of liabilities
• Reimbursement and recovery of expenses.

This subject is designed for tax professionals and government officials who wish to complete or update their education in corporate tax law and practice. Coordinated and taught by some of Australia’s leading tax advisers, it is focused around a series of topical issues. Using a detailed analysis of these issues, it provides students with in-depth, commercially relevant knowledge of the tax rules for mergers and acquisitions of public and private companies and consolidated corporate groups.

Topics include the application of rollovers that benefit shareholders and companies engaged in takeovers and mergers, especially involving consolidated groups, as well as applicable tax integrity rules and recent and ongoing tax reform.

Principal topics include:

• Corporate capital gains tax rollovers for mergers, acquisitions and disposals, including Divisions 124, 125, 126 and 615 of the Income Tax Assessment Act 1997 (Cth), in particular scrip for scrip, demerger and various corporate restructure rollovers
• The interaction of tax rules relating to mergers, acquisitions and restructures with key elements of the tax rules for consolidated corporate groups in Part 3-90 of the Income Tax Assessment Act 1997 (Cth) including rules for tax cost setting on entry and exit, foreign-owned multiple entry consolidated groups, tax-sharing and payment, due diligence and corporate risk
• The interaction of tax rules relating to mergers, acquisitions and disposal with the imputation system and corporate financing tax rules.

White-collar crimes differ from the popular conception of 'crime’ as involving the most unambiguously blameworthy sorts of conduct in which citizens can engage. This subject will examine how these crimes are dealt with under Australian rules on criminal responsibility, procedure, proof and punishment. It will also consider the various other enforcement options available to regulators to sanction similar (or the same) corporate misconduct, including negotiated outcomes, administrative proceedings and civil enforcement.

Adopting a comparative perspective (between Australia and relevant overseas jurisdictions, such as the United States), this subject will examine the major policy questions in the area of white-collar crime and regulatory enforcement, including (1) compliance or deterrence; (2) how to achieve corporate behavioural change; (3) the role of reputation in punishment; and (4) choosing between individual or corporate liability.

The subject will be of interest to government lawyers, corporate counsel and litigators - anyone who is interested in the often blurry lines that distinguish criminal from non-criminal behaviour.

Note that this subject includes an advanced analysis of aspects of Australian criminal law. The classes and the take-home examination assume a prior knowledge of Australian criminal law as taught in the core curriculum of Australian law degrees.

Principal topics include:

• The theory and policy of white-collar crime and regulation
• Corporate criminality and individual liability in an organisational setting
• Processes, proof and sentencing for business and organisational crime
• Advanced examination of criminal offences in the Corporations Act 2001 and the interaction of those provisions with the Criminal Code Act 1995 (Cth) and Crimes Act 1914.