Corporate Acquisitions Law is an elective subject in postgraduate programs offered by the Faculty of Law. This subject examines the legal advice required in typical corporate acquisitions. It involves a review of the areas of legal input required, the documentation involved in progressing and completing a transaction, the main areas for negotiation, legal due diligence and risk assessment and avoidance. The focus will be on negotiated company purchases and will be of international application. The subject will involve discussion and negotiation of practical issues, using real-life examples and documentation. Upon completion of the subject, students will be able to demonstrate their understanding of the role lawyers in such transactions and the key issues they are required to be aware of, and to apply their learning in analysing a set of given facts to offer clear, useful and practical advice.
|Academic unit:||Faculty of Law|
|Subject title:||Corporate Acquisitions Law|
Delivery & attendance
|Prescribed resources:||No Prescribed resources. After enrolment, students can check the Books and Tools area in iLearn for the full Resource List.|
|[email protected] & Email:||[email protected] is the online learning environment at Bond University and is used to provide access to subject materials, lecture recordings and detailed subject information regarding the subject curriculum, assessment and timing. Both iLearn and the Student Email facility are used to provide important subject notifications. Additionally, official correspondence from the University will be forwarded to students’ Bond email account and must be monitored by the student.|
To access these services, log on to the Student Portal from the Bond University website as www.bond.edu.au
This subject is not available as a general elective. To be eligible for enrolment, the subject must be specified in the students’ program structure.
Assurance of learning
Assurance of Learning means that universities take responsibility for creating, monitoring and updating curriculum, teaching and assessment so that students graduate with the knowledge, skills and attributes they need for employability and/or further study.
At Bond University, we carefully develop subject and program outcomes to ensure that student learning in each subject contributes to the whole student experience. Students are encouraged to carefully read and consider subject and program outcomes as combined elements.
Program Learning Outcomes (PLOs)
Program Learning Outcomes provide a broad and measurable set of standards that incorporate a range of knowledge and skills that will be achieved on completion of the program. If you are undertaking this subject as part of a degree program, you should refer to the relevant degree program outcomes and graduate attributes as they relate to this subject.
Subject Learning Outcomes (SLOs)
On successful completion of this subject the learner will be able to:
- Outline the role of lawyers in company and business sales and identify and apply the key legal input required.
- Demonstrate an understanding of deal terms and structuring of consideration and apply that understanding.
- Show a basic knowledge of the core documentation involved in progressing and completing a transaction and apply that knowledge.
- Describe, apply and evaluate key areas for negotiation.
- Show an understanding of basic legal due diligence, and apply that understanding.
- Evaluate risks and apply methods of risk avoidance.
|*Class Participation||Class participation||20%||Ongoing||1, 2, 3, 4, 5, 6.|
|Take-home Examination||See iLearn for further details||80%||Non-Standard Examination Period||1, 2, 3, 4, 5, 6.|
- * Assessment timing is indicative of the week that the assessment is due or begins (where conducted over multiple weeks), and is based on the standard University academic calendar
- C = Students must reach a level of competency to successfully complete this assessment.
|High Distinction||85-100||Outstanding or exemplary performance in the following areas: interpretative ability; intellectual initiative in response to questions; mastery of the skills required by the subject, general levels of knowledge and analytic ability or clear thinking.|
|Distinction||75-84||Usually awarded to students whose performance goes well beyond the minimum requirements set for tasks required in assessment, and who perform well in most of the above areas.|
|Credit||65-74||Usually awarded to students whose performance is considered to go beyond the minimum requirements for work set for assessment. Assessable work is typically characterised by a strong performance in some of the capacities listed above.|
|Pass||50-64||Usually awarded to students whose performance meets the requirements set for work provided for assessment.|
|Fail||0-49||Usually awarded to students whose performance is not considered to meet the minimum requirements set for particular tasks. The fail grade may be a result of insufficient preparation, of inattention to assignment guidelines or lack of academic ability. A frequent cause of failure is lack of attention to subject or assignment guidelines.|
For the purposes of quality assurance, Bond University conducts an evaluation process to measure and document student assessment as evidence of the extent to which program and subject learning outcomes are achieved. Some examples of student work will be retained for potential research and quality auditing purposes only. Any student work used will be treated confidentially and no student grades will be affected.
Students must check the [email protected] subject site for detailed assessment information and submission procedures.
Policy on late submission and extensions
A late penalty will be applied to all overdue assessment tasks unless an extension is granted by the subject coordinator. The standard penalty will be 10% of marks awarded to that assessment per day late with no assessment to be accepted seven days after the due date. Where a student is granted an extension, the penalty of 10% per day late starts from the new due date.
Policy on plagiarism
University’s Academic Integrity Policy defines plagiarism as the act of misrepresenting as one’s own original work: another’s ideas, interpretations, words, or creative works; and/or one’s own previous ideas, interpretations, words, or creative work without acknowledging that it was used previously (i.e., self-plagiarism). The University considers the act of plagiarising to be a breach of the Student Conduct Code and, therefore, subject to the Discipline Regulations which provide for a range of penalties including the reduction of marks or grades, fines and suspension from the University.
Feedback on assessment
Feedback on assessment will be provided to students within two weeks of the assessment submission due date, as per the Assessment Policy.
If you have a disability, illness, injury or health condition that impacts your capacity to complete studies, exams or assessment tasks, it is important you let us know your special requirements, early in the semester. Students will need to make an application for support and submit it with recent, comprehensive documentation at an appointment with a Disability Officer. Students with a disability are encouraged to contact the Disability Office at the earliest possible time, to meet staff and learn about the services available to meet your specific needs. Please note that late notification or failure to disclose your disability can be to your disadvantage as the University cannot guarantee support under such circumstances.
Typical international M & A transactions; Role of the legal advisors; Key documentation
Confidentiality Agreements; Lock-out and Exclusivity Agreements; Heads of Agreement; Break fees; Share Purchase Agreement.
Terms of auction; Protocol/rules for data room; Disclosure process; Critical areas for examination; Reporting to client; Working with other advisors; Due diligence questionnaires
Types of consideration, including cash, loan stocks and shares; Calculation; Price adjustments, including working capital adjustments; Earn-outs and deferred considerations; Deposits; Retention for claims/clawbacks; Set-off
Anti-trust; Third party consents; Tax Clearances; Shareholder approvals; Stock Exchange and Takeover Rules Requirements; Share capital increases; Warranty breaches and material adverse change (MAC) clause; Completion (timing and deliverables)
Limitations on liability; Effect of due diligence; Purchaser's knowledge; Disclosure letter/Disclosure Schedules; Contributions
Purchaser protection; Review of Warranties and Indemnities; Taxation Warranties and Indemnities/Tax Deed
Earn-out Protection; Pre-completion Obligations; Continuing obligations/restrictive covenants; Boiler Plate