Graduate Diploma in Corporate Law

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.

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 Australian Consumer Law and of the common law principles and policy imperatives that underpin it. 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
  • Consumer guarantees and implied terms
  • Unfair contract terms.

This subject examines the fundamental principles under Australian law relating to the provision of credit by financiers to businesses and consumers. The subject has as its focus the legal design of key 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' unsecured loans to loans supported by security interests and more complex title-based transactions. The subject also discusses recent Australian reforms in the field of banking and finance law, including the 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
• Recent legal reforms.

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.

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 2019, 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

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 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.

Corporate bankruptcy and corporate rescue pose fundamental questions for the insolvency regime. This subject examines some of the central rules, policies and principles of corporate bankruptcy and insolvency law, as well as the economic and social objectives attributed to the bankruptcy and insolvency system. The subject will be taught from a comparative perspective, drawing upon the laws of Australia, New Zealand, Canada, the United States and the United Kingdom. A comparative perspective will enable students to examine and critically evaluate the varied legal solutions to common insolvency law issues. This approach will allow students to acquire advanced and specialised knowledge in recent developments in insolvency law. The lecturer is a Professor of Law at Western University in Canada and he has taught subjects in insolvency and commercial law at universities in Canada, the United States, New Zealand and Australia.

Principal topics include:

• Historical overview (a discussion of the origins of insolvency law to place current developments in context)
• Modern insolvency law objectives and theory (students will consider competing theories of modern insolvency objectives, contrasting broader distributional and public interest theories with a pro-creditor approach)
• Initiating bankruptcy proceedings against a corporation (students will assess how various jurisdictions enable creditors to initiate an involuntary corporate bankruptcy)
• Voidable preferences (students will evaluate various statutory models that have emerged to cope with the problem of debtor corporations making preferential payments to favoured creditors prior to bankruptcy)
• Director liability and the insolvent corporation (an assessment of the risk of personal liability of directors in the context of corporate insolvency)
• Equitable subordination (an emerging issue in Canada, and long established in the United States, is whether a court has jurisdiction to equitably subordinate the claim of a creditor in a corporate bankruptcy)
• Corporate rescue or liquidation? (an evaluation of the trend from traditional corporate rescue law (where the company is rescued in some form) to the more recent development of corporate liquidations being carried out under a corporate reorganisation statute)

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 income tax law in selected countries (Australia, Germany, the US and the UK) and consider how these laws interface with corporate law. Other jurisdictions may also be covered briefly during the course and students are permitted to cover other countries in their research paper.

Principal topics include:

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

The law of contract interpretation is one of the most practically important areas of 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 outcome of these cases is often 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:

• The place of interpretation in the law of contract
• The modern approach to interpretation
• The core principles of interpretation
• The availability and relevance of extrinsic evidence
• The identification of implied terms
• The equitable remedy of rectification
• Estoppel by convention
• A comparison between the common law principles of contract interpretation and those of international instruments such as the United Nations (UN) Convention on Contracts for the International Sale of Goods, the Unidroit Principles of International Commercial Contracts and the Principles of European Contract Law.

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. However, several parliamentary and other enquiries have highlighted its inadequacies and shortcomings. This subject, taught by a lawyer who practises day-to-day in the area, will focus on current issues in corporate insolvency. It will be of particular relevance to practitioners whose work involves such issues—whether from the ‘back end’ (eg litigators) or ‘front end’ (eg transactional, banking or property lawyers who need to anticipate them).

Students will be expected to have some background knowledge in the subject matter before enrolling in this subject. 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 those topics and issues.

Principal topics include:

• Foundations of insolvency law: History, philosophy, policies and principles
• Parri passu: The ranking of claims; priority creditors; the effect of secured credit
• Insolvency of corporate groups
• Avoidance of antecedent transactions
• Corporate rescue: Voluntary administration and deeds of company arrangement (DOCAs)
• Receivership; intersection with other insolvency regimes
• Restructuring: Schemes of arrangement, DOCAs and informal mechanisms.
• Qualification, regulation and supervision of insolvency practitioners

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, the debt-equity integrity rules and corporate rollovers

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
• Corporate rollovers.

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Following the global financial crisis (GFC) and the sovereign debt crisis, the debt capital markets have seen major changes. A lack of trust and disclosure led to a surge in bondholder litigation, along with ongoing enforcement action from supervisors and regulators. Investors continue to explore all available avenues to recoup losses. More recently, structured products have made a comeback as investors hunt for yield or, alternatively, seek sustainable investments in the bond markets. The focus of this subject is distinctly practical. Real-life examples from international practice will be analysed and discussed. The lecturer draws on his international experience and brings in guest lecturers from top tier law firms and financial institutions, as well as other disciplines, contributing to a highly interactive, challenging, flexible and overall rewarding subject.

This subject covers the law and practice of the international debt capital markets. It discusses the mechanics of the capital markets generally, explaining how these differ from the loan and derivatives markets. It covers the relevant actors and the (highly dynamic) legal and regulatory framework. There is emphasis in class on the legal and structuring aspects of actual capital market transactions, such as covered bonds, securitisations, (structured) bonds and hybrid transactions.

Restructuring of bond transactions (as evident in the recent sovereign debt crises) is a prominent feature. Consideration of financial markets litigation (involving investment banks, hedge funds, ratings agencies, derivative dealers and regulators) is another important aspect of the subject. Green and inclusive finance (through green bonds, some project bonds and microfinance securitisation) also features. Actual transactions, their structure, term sheet and documentation, are discussed in class, in order to provide students with a skillset that is applicable in legal practice and thus further enhance their legal prospects and careers.

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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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.

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 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, and with the Australian Consumer Law,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 lecturers are leading practitioners in this area and they 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.

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); 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
• 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 conveyances, leases and other transfers 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 and comparison of duties, land tax, payroll tax and workers’ compensation levies legislation in Victoria and other jurisdictions
• Consideration of duty liabilities on various documented and undocumented transactions 
• Consideration of the nature of land holdings that are subject to land tax and how different types of land holder entities are taxed
• 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

Few areas of law offer the variety and dynamic reform agenda that is encountered with superannuation law. Superannuation law draws together traditional corporate, equitable and trust principles with modern legislative initiatives to achieve Australia‘s retirement incomes objectives. The superannuation industry is heavily influenced by public policy, is governed by multiple regulators and a variety of legislation. The industry is characterised by an array of different stakeholders, ranging from peak industry bodies to the Commonwealth Government. A practice in superannuation law therefore requires a truly holistic approach and a willingness to tackle relevant aspects of other laws, including employment law, family law, contracts, insurance and financial services laws generally. This subject examines the development of superannuation in Australia, the interaction between statutory and general law principles, the role played by various entities in the industry, the licensing, conduct and disclosure obligations and recent reforms, such as those proposed by the Financial System Inquiry.

Principal topics include:

• Development and history of superannuation in Australia
• Characteristics of the superannuation industry (eg the types of funds that exist)
• The regulatory environment for superannuation and the role of key regulators: the Australian Securities and Investments Commission (ASIC), Australian Prudential Regulation Authority (APRA) and the Australian Taxation Office (ATO)
• Interaction of general law and statute in relation to trustee duties, rights and powers
• The trust instrument and key service provider contracts (eg investment management, group insurance, administration and custody agreements)
• Trustee decisions, complaints handling and the role of the Superannuation Complaints Tribunal (SCT)
• Self-managed superannuation funds and their regulation
• Taxation of superannuation
• Licensing, conduct and disclosure obligations in the superannuation industry
• The superannuation guarantee and other employer obligations
• Recent reforms and reform proposals.

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.

Taxation of Mergers and Acquisitionsis a capstone subject in the Master of Taxation, 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 and 126 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.

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 2019, 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 Australian Consumer Law and of the common law principles and policy imperatives that underpin it. 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
  • Consumer guarantees and implied terms
  • Unfair contract terms.

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 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 income tax law in selected countries (Australia, Germany, the US and the UK) and consider how these laws interface with corporate law. Other jurisdictions may also be covered briefly during the course and students are permitted to cover other countries in their research paper.

Principal topics include:

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

The law of contract interpretation is one of the most practically important areas of 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 outcome of these cases is often 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:

• The place of interpretation in the law of contract
• The modern approach to interpretation
• The core principles of interpretation
• The availability and relevance of extrinsic evidence
• The identification of implied terms
• The equitable remedy of rectification
• Estoppel by convention
• A comparison between the common law principles of contract interpretation and those of international instruments such as the United Nations (UN) Convention on Contracts for the International Sale of Goods, the Unidroit Principles of International Commercial Contracts and the Principles of European Contract Law.

A corporation that wishes to raise funds in Australia, either for a specific purpose or for general business purposes, can do so either by borrowing (creation of debt) or by offering securities (creation of equity). This subject is concerned with the regulation of offering securities. The fundamental premise of the regulation is that the offering corporation should provide all relevant information (mandatory disclosure) and investors should then decide whether to invest. The subject will examine the regulatory model, the rationale for the model and aspects of the model and other mechanisms (such as the role of securities exchanges) that may impact in a practical way on the offering. Globalisation means that offerings may be subject to requirements in a number of jurisdictions and so it will be important to consider whether the similarities and differences between jurisdictions are significant. The classes will involve a mix of lecture-style presentations and problem-solving worked on in small groups.

The subject will be of interest to those who work in a corporate advisory environment or who wish to do so

Principal topics include:

• The disclosure principle
• Debt and equity as alternatives
• Different equity-raising alternatives
• Outline of the regulatory situation
• When is a disclosure document required?
• Different types of disclosure documents
• Content of disclosure documents
• Liability for defective disclosure documents
• Due diligence defence
• Other defences
• Restrictions on advertising and securities hawking
• The role of the underwriter
• The role of the Australian Securities and Investments Commission (ASIC)
• The role of the Australian Securities Exchange Ltd (ASX)
• Continuous disclosure.

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.

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, the debt-equity integrity rules and corporate rollovers

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
• Corporate rollovers.

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This advanced corporate tax subject provides an in-depth analysis of the tax rules for Australia‘s largest public and private consolidated corporate groups, and the rules for use of losses by companies and corporate groups. It includes detailed discussion of the latest reforms in these highly technical areas of corporate tax practice, in light of tax policy applicable to companies and consolidated groups operating in Australia today. This subject is co-taught by experienced lecturers who combine academic and practitioner experience to deliver this advanced and commercially essential subject.

Principal topics include:

• The rules for membership and formation of a consolidated group in Part 3-90 of the Income Tax Assessment Act 1997 (Cth)
• Operation of a consolidated group through normal trading operations, including the single entity rule, treatment of assets and liabilities, tax payment obligations, tax-sharing agreements and the company shareholder imputation system for consolidated groups
• Tax cost setting on joining and leaving of subsidiary members of a consolidated group, including group-to-group transactions
• Tax rules for multiple entry groups owned by foreign investors in Australia
• The interaction of consolidated group tax rules with other tax rules
• Tax rules for losses in companies and consolidated groups, including loss integrity rules, in Divisions 165 and 166 of the Income Tax Assessment Act 1997 (Cth).

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.

This subject involves the study and analysis of the structure, purpose and key provisions of cross border lending documentation, including large market standard syndicated credit agreements (governed by New York or English law). Students will focus on anticipating potential concerns and tensions in the negotiation process and will have the chance to review and study all the agreements and documents such as the credit agreement, other ancillary documents, schedules and deliveries that they will encounter in practice. Students will also study the structure and standard documents used in the cross-border repo market, one of the most important international capital markets.

Christian Johnson is the Dean and Professor of Law at Widener Commonwealth Law School in the United States. Dean Johnson has worked for large international law firms in New York and Chicago. In addition to teaching previously at Melbourne, he has taught lending and finance documentation to lawyers and bankers in Europe, the Middle East, Asia and Latin America. Professor Johnson has his JD from Columbia Law School and is a CPA.

Principal topics include:

• Study of the key interbank credit markets
• Analysis of the various structures and purposes of different cross-border lending transactions
• Discuss the key differences between New York and English law in lending transactions
• Review of the key provisions and clauses found in cross-border lending documentation
• Study of the key clauses found in New York/English guarantees
• Analysis of the key legal, credit and business issues in repo transactions.

Is sustainable finance the answer to climate change, poverty and inequality?  The purpose of this subject is to immerse students in sustainable finance in international practice, from micro-finance to green bonds, renewable energy and refugee financing. Across these markets, key legal concepts, structural features and documentation are covered in detail.  By engaging in-depth, through term sheet negotiations, 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 consultant, to help you become ‘more than a lawyer’.

This innovative subject will combine classroom teaching with online learning.  Students will be expected to attend four days in class and participate in online learning prior to the subject being taught.

Principal topics include:

• The Sustainable Development Goals, their evolving regulatory framework, their implementation by banks, funds and corporates in international practice
• Development Finance, the actors and the law, covering such diverse issues as sanctions law, immunities and aspects of state aid, as well as environmental and social law in financial transactions
• Understanding the structural features of international financial transactions with a focus on sustainability
• Inclusive finance, through microfinance, gender finance and small and medium enterprise (SME) lending, and relevant regulation
• Green bonds, SDGs bonds and social impact bonds, furthering sustainability the capital markets
• Local currency financing as a means for derivatives to provide sustainable development
• Legal aspects of renewable energy project finance
• Impact investing (private equity and funds)
• Examples of structured sustainable finance, for instance through refugee finance, vaccine bonds, drought risk transfer and microfinance securitisation 
• Examples of litigation in sustainable finance, for instance the risk of mis-selling ‘green’ products, and legal means to address this risk 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 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, and with the Australian Consumer Law,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 lecturers are leading practitioners in this area and they 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.

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); 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
• Appraising Regulation: regulatory accountability; regulatory legitimacy: between democracy and expertise.

Shareholders’ rights and remedies—and how they interact with the rights and obligations of directors, officers and the company itself—are a critical part of the law and corporate governance of Australian companies. Shareholder activism is on the rise and increasingly, the corporate regulator (ASIC), class action litigation firms and shareholders themselves are focused on what shareholders’ rights and remedies are and how they should be observed and pursued. And they are a major focus of Australia’s corporate governance principles for publicly listed companies, and therefore for those responsible for running those companies.

This subject—taught by partners from King & Wood Mallesons and Judicial Registrar Matthews—will provide participants with a detailed knowledge of the rights and remedies available to shareholders under the Corporations Act 2001 (Cth) and at common law, how they interact with the roles of directors and management of Australian companies, and what happens when things go wrong.

Principal topics include:

• An overview of the division of power between the various organs of the modern corporation
• What the current framework of corporate governance has to say about treatment of shareholders
• Shareholders’ agreements
• Shareholders’ rights including voting and access to corporate information
• Shareholder activism, including requisitioning meetings, proxy voting and removal of directors
• Shareholders’ remedies, including oppression, winding-up-related relief, statutory derivative action and class actions
• The role of ASIC
• Law reform
• Overseas comparisons.

This century has witnessed much controversy concerning the governance of sport. Good governance and legal structures are seen by many astute observers as key elements in sporting success. From grassroots to the highest echelons, the governance of sport is a central practical issue and fascinating field of study. The law has struggled to meet the needs of community groups looking for effective but simple structures and governance models to propel sports participation and social connection, while successful professional sports leagues have searched for models that respond to their peculiar combination of sporting competition and economic cooperation. In the face of intensifying legal and public scrutiny, sports governing entities and regulators strive to implement good governance principles, structures and practices at the local, national and international levels of sport. This subject explores the legal aspects of these issues.

The lecturers bring an unrivalled combination of knowledge and experience in this area, encompassing leadership of major sports organisations, corporate and sports law practice, and published research on the business models of clubs, leagues and related sports law issues.

Principal topics include:

• Overview of the organisational structures of Australian and international sport, encompassing clubs, regional and national governing bodies, professional leagues and tours, government authorities, special-interest groups, international federations and Olympic and Commonwealth Games organisations
• Legal status of sports entities, including the legal personality and capacity of unincorporated clubs, incorporated associations and companies limited by guarantee, the meaning and consequences of trading activity and non-profit status and taxation
• Legal regulation and corporate governance of sports entities, including the role and obligations of directors, officers and committee members of sports entities
• The policy, regulatory and funding roles of the Australian Sports Commission
• The legal and governance structures, and underlying economic principles, of professional sports leagues and other competitions
• Sports entities and the legal process, including the sources and limits of legal authority over members, jurisdiction of domestic courts over international federations, leagues and tours, arbitration agreements and ouster of jurisdiction
• Stakeholder rights and interests, incorporating a broad legal and policy analysis of issues of accountability, transparency and due process in the relationships between sports entities at various levels, government, financial supporters, elite and non-elite participants and fans.

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.

Small and medium business enterprises including high net worth families operating through groups of private companies, trusts and partnerships must deal with some of the most complex and challenging rules in the tax system, and face a high tax compliance and planning burden. This subject is aimed at tax professionals in general or those in specialist tax practice advising SMEs and high-wealth families. It equips participants with an advanced knowledge of tax rules and latest reforms for SMEs and high net worth families, integrating the technical law that participants learn in other subjects, including corporate tax, tax of trusts, capital gains tax and taxation of business and investment income. This subject involves consideration of complex and competing principles from numerous parts of the tax and other laws including indirect taxes, asset protection and estate and succession planning. It builds on the core content of other subjects, including Taxation of Business and Investment Income, Capital Gains Tax, Corporate Tax A, Taxation of Trusts and State Taxes. As a result, this subject may be best studied towards the end of your tax course.

This advanced subject is co-taught by leading practitioners with many years of experience advising the Australian SME and high net wealth families sector. They deliver an advanced, commercially essential subject through application of the tax law to topical case studies.

Principal topics include:

• Income tax and capital gains tax rules applicable to trusts, private companies and partnerships, when establishing a new business or making investments, its operation and ultimate sale, winding up or business succession
• Tax issues for private companies and shareholders, including Div 7A of the Income Tax Assessment Act 1936 (Cth)
• Tax issues relating to remuneration by and financing of SMEs
• Tax concessions for SMEs, in particular the capital gains tax small business concessions
• Trust streaming, trust loss and capital distribution rules affecting SMEs
• Tax integrity and anti-avoidance rules for SMEs, including trust anti-avoidance rules
• Tax planning for SME structuring, asset protection and estate and business succession, incorporating key state and federal tax, asset protection and estate issues
• Asset protection and some estate and succession planning for SME entities, their owners and high wealth families.