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Spring 2014
6245 Doing Business Down Under--Australia & New Zealand - ALDERMAN & WALKER- 18654

Professor(s): Richard Alderman (EMERTI)

Credits: 2

Course Areas: Business and Commercial Law 
International Law

Time: Intersession; See Course notes    Location: 213  BLB

Course Outline: This class focuses on the company laws of Australia and New Zealand. Each of these jurisdictions copied United Kingdom company law and later modified that law. The major legal families of the world are discussed. The purpose is to identify jurisdictions that are attractive for investment planning. There will be a brief discussion of the company laws of the former British enclaves in the Southern Hemisphere. The purpose of that discussion is to highlight the similarities between these jurisdictions which all share the same legal heritage: once you understand the company law of one of these jurisdictions, it is relatively easy to pick up the company law of a cognate jurisdiction. So the first learning from this class is that there are five major Southern Hemisphere jurisdictions that have similar company laws (Australia, New Zealand, Malaysia, Singapore and Hong Kong). Note also that most South Pacific jurisdictions have similar company laws (because they follow British, Australian or New Zealand models).

While this class has academic and theoretical interest, the main focus of the class is on the types of transaction planning issues that confront a practising lawyer. The take home exam puts these issues squarely before the student. The take home exam assumes that the student is an associate in a Texas law firm advising a Texas domiciled company on business transactions in Australian and New Zealand over a period of time culminating in a public listing. So the second learning from this class is an understanding of legal transaction planning issues in Australia and New Zealand from the point of view of a U.S. commercial actor.

The general scope of the class is as follows:
• The transaction lawyers toolkit (companies, trust and tax considerations);
• Legal families with a view to ascertaining which jurisdictions are more attractive from a transaction planning viewpoint.
• The UK background; reception of the relevant UK law - especially the Limited Liability Act 1855 (UK), the Companies Act 1862 (UK) and the Companies Act 1948 (UK) - in the British enclaves in the Southern hemisphere (India, Hong Kong, Singapore; Malaysia, Australia and New Zealand; abandonment of the 1948 Act and subsequent cross-jurisdictional influences;
• The substantive law in Australia and New Zealand including: short history; operating environment; state and federal powers in Australia; contextual issues (tax rates etc.); choice of entity (companies versus sole traders, trusts and partnerships); formation/incorporation; company management and governance including directors’ duties, and, corporate finance with special focus on securities regulation.
• Transaction planning from the point of view of a Texas domiciled company undertaking real estate acquisitions in Australian and New Zealand with various exit strategies including stock exchange listing. Here, we pay special attention to the Double Tax Agreement with Australia and tax planning for capital gains consequences. This theme (transaction planning) runs throughout the class and is the subject of the take home exam.

Course Syllabus: Course Outline

Course Notes: January 2,3,4,6,7,8,9,2014, from 9:00a-12:30p, which includes a 10-minute break. This class will have a TAKE HOME exam. No quota.   This class will be taught by Professor Dr. Gordon R Walker of La Trobe University School of Law, Melbourne, Australia. (Blog: No prior knowledge of the subject area is required although knowledge of corporations’ law is an advantage. Seven days of class are scheduled. Class times are 9am to 12.30 pm each day (with a short break at 10.30am). The mode of assessment is a take home exam due 31 January 2014. No extensions permitted.


First Day Assignments: Materials:

Course Guide and Study Materials revised 10/30/13

Downloadable materials 2

Downloadable materials 3

Downloadable materials 4

Insider Trading Article

Downloadable materials 5

Slide Set 1

Slide Set 2

Slide Set 3

Slide Set 4

Slide Set 5

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Slide Set 7

Final Exam Schedule:    

This course will have:

Satisfies Skills Course Requirement: No
Satisfies Senior Upper Level Writing Requirement: No

Experiential Course Type:

Bar Course: