LAWS423-12A Corporate Securities and

Corporate Securities and Finance Law 2012 Outline
Identification of Paper
Paper: LAWS423-12A
This paper carries 20 points
Thomas Gibbons
Phone: 07 838 2079
Room: N/A
email: [email protected]
Available by appointment.
Brendan Cullen
Phone: 07 838 2079
Room: N/A
email: [email protected]
Available by appointment.
Description and Structure of Paper
(a) Description of the paper in University Calendar
An examination of the law relating to commercial and corporate financing in New Zealand, the
regulation of finance raising, company promotions, duties and liabilities of directors and
promoters of a company, insider trading laws and takeovers.
(b) Structure of the Paper
This paper is taught in the A semester. Students are expected to attend two two-hour lectures
each week.
Lecture and stream timetable and rooms
11:00am-1:00pm LAWG.02
Learning outcomes
The paper will provide students with an understanding of the statutory and common law rules
regulating corporate securities and finance. By the end of the paper successful students will have
acquired detailed knowledge of New Zealand’s statutory regime regulating the primary and
secondary securities markets, and knowledge of the application of these rules in New Zealand’s
corporate and commercial sector. Students will also be introduced to current debates relating to
New Zealand’s regulatory regime in the context of the globalisation of commerce.
Students should expect to spend 200 hours in total on this paper. In addition to lecture
attendance, significant time will need to be spent on background and complementary reading.
Students should allow for periods of more-focused research time in the preparation of
Required and Recommended Reading
All law students are required to purchase, for use in all law papers, a copy of McLay, Murray &
Orpin, New Zealand Law Style Guide, Thomson Reuters (2009). This is available from Bennetts, at
an approximate price of $18.90.
In addition to the texts identified below, the Law School requires that students purchase the
course materials book(s) for this paper. These are available from Waikato Print.
Prescribed Legislation:
CCH New Zealand Companies & Securities Legislation for Students (Latest Edition); OR Securities
Act 1978, Securities Markets Act 1988, Companies Act 1993, Takeovers Code Approval Order
2000, Securities Regulations 2009, Takeovers Act 1993, Financial Markets Conduct Bill.
Highly Recommended:
Victoria Stace, Securities Law in New Zealand (Wellington: LexisNexis, 2010).
John Farrar (ed) Company and Securities Law in New Zealand (Wellington: Brookers, 2008).
Ross Grantham and Charles Rickett, Company and Securities Law: Commentary and Materials
Susan Watson et al., The Law of Business Organisations (most recent edition).
Andrew Terry, Business, Society and the Law (2nd ed. 2002).
Regular reading of:
Company and Securities Law Bulletin.
Company and Securities Law Journal.
New Zealand Herald, business pages.
National Business Review.
Websites listed below
Further material may be provided on the paper site on Moodle (, the
University of Waikato’s online learning system. Any such material is provided on the following
University of Waikato owns the intellectual property rights, including copyright, in and to this site,
or has acquired the necessary licenses to display the material on the site. As a student of the Te
Piringa Faculty of Law, you are granted a limited license to use (access, display or print a single
copy) the material from the papers in which you are enrolled for the purposes of participating in
the paper only, provided the information is not modified. Materials may not under any
circumstances be copied, stored, distributed or provided in any form or method whatsoever to
any third party. Any other use of the material is prohibited. None of the material may be
otherwise reproduced, reformatted, republished or re-disseminated in any manner or form
without the prior written consent of University of Waikato. To obtain such consent, please
contact the Te Piringa Faculty of Law.
Students should also be aware of (and ideally familiar with) the following websites:
New Zealand Financial Markets Authority
New Zealand Commerce Commission
New Zealand Ministry of Economic Development
New Zealand Futures & Options
New Zealand Takeovers Panel
The Global investor
The New Zealand Treasury
AustLII (Australian materials)
New Zealand Exchange
Australian Securities Commission
Archived NZ Securities Commission website:
UTS Law Library
Securities & Exchange Commission (USA)
Corporate Law Centre (Uni of
Australian Securities Commission Home Page
International Organisation of
Securities Commissions
Online support
Online support for this paper is provided via Moodle.
Requirements for assessed work
School procedures for the presentation of course work are set out in the Te Piringa Faculty of Law
Undergraduate Handbook which is available from
See also paragraph 11 on referencing guidelines and plagiarism.
Assignment resources are available online at
Assessment components and requirements are described in more detail below.
Coursework: Final Examination Ratio: 60:40.
Assessment Components
Research Proposal
Presentation of Draft
Research Paper
% Final Mark
Date Due
16 April, 3pm
22 May – 4 June
13 June, 3pm
Throughout course
date set by University
Please note:
 Research Proposal:
o The proposal should identify the topic in the form of a question or questions and
answer the question with an outline of an argument. Include a thesis statement
paragraph with a statement of the question and summary of your answer; an
outline of the major sections of the paper which should flow as steps in an
argument answering your question; and a brief annotated bibliography of 10 core
books, articles or other sources. An annotated bibliography provides a couple of
sentences on each item indicating that you have read the item and indicating
where it supports your argument. The proposal and bibliography should
demonstrate that you have investigated four types of research sources: primary
sources (cases and statutes); secondary sources (articles and commentary); other
legal database sources; and internet/website searching. At least four sources
should be law review articles. Do NOT rely solely on websites and information
available on the internet. There is a four page limit.
 Presentation
o Students will be required to make a 10 minute presentation on their draft papers
in class and to answer questions. An effort will be made to provide students with
feedback on their research proposals prior to their presentations. Presentations
should respond to comments made on proposals and demonstrate that progress
has been made beyond the proposal stage into developing the argument into a
draft paper.
 Research Paper:
o The research paper is the result of the finalised research indicated in the proposal.
It is a 3,000 word assignment which will require the exercise of legal research skills,
legal analysis and legal writing. You must make your own argument, and must not
simply summarise what others have said. To this end students should critically
read their own papers with a view to improving the coherence and depth of the
argument. It may be helpful to have others read and critique the paper as well. Do
not hand in a rushed first draft. Further information will be provided to students in
o Students will be assessed for participation based on attendance in class,
involvement in class discussions and exercises, questions asked during
presentations, and on the extent to which their involvement reflects
comprehension and consideration of the subject matter. Further information will
be provided in class.
 The examination will be an open book examination.
Faculty procedures for the presentation of course work are set out in the Te Piringa Faculty of Law
Undergraduate Handbook which is available from
See also paragraph 12 on referencing guidelines and plagiarism.
Assignment resources are available online at
Handing in, marking time and collection
All assignments must be submitted electronically through Moodle (
at It is the policy of Te Piringa Faculty of Law to
return marked work to students within five weeks of submission.
If you require assistance with Moodle, or encounter any problems, please contact the Help Desk.
You can send a message to Help Desk by using the instant message service in your paper (from
the participants list within the People block). Alternatively, you can email them directly at
[email protected] or call 838 4008.
Measurement of Achievement
Achievement in examinations and tests will be measured primarily in terms of levels of
understanding and knowledge gained. Achievement in assignments will be measured also in
terms of fluency and accuracy of expression and referencing. Achievement in participation will be
measured in terms of attendance, involvement, and the extent to which participation shows
comprehension of the subject.
Management of assessment deadlines, process for requesting extensions and special
consideration, and for appeals
Students are required to complete and submit all internal assessment by specified dates. The
meeting of deadlines is a mark of professionalism and its enforcement is essential for fairness to
all students taking the paper. Handing in course work on or before the due in date also facilitates
the timely return of marked work by academic staff. Students should meet requirements as to
time deadlines for course work, or make a request for an extension or special consideration in
appropriate circumstances (see Undergraduate Programmes Manual available from the School of
Law Undergraduate website Failure to comply
with requirements as to the time deadlines for internal assessment without having successfully
applied either for an extension or special consideration with supporting evidence before the due
date will result in deduction of 2.5 marks for each day the work is late. Lateness of more than a
week may result in the work not being marked. No deadlines may be extended beyond two
weeks after the last teaching day of the semester(s) in which the paper is taught as final grades
must go to the Board of Examiners at this time. Unless an extension in writing has been granted,
a lecturer may refuse to accept a piece of work which is submitted after the specified date, and
automatically award it no mark, or may lower the mark as a penalty for lateness.
Applications for extension, on the form obtainable from the Resource Room, must be submitted
to the Chief Examiner or nominee. Students should not submit the extension form to the
lecturer, nor should students seek extensions from the lecturer via other forms of
communication. Extensions will be granted only on evidence of illness, family bereavement, or
serious personal accidents or circumstances. Please note that too many assignments due at the
same time is NOT an acceptable reason, neither are claims that computers and/or printers have
crashed. Account will be taken of the time in which the student has had to complete the internal
assessment before the supervening event occurred. It will be important to consider if the grant of
the extension will give the student in question an unfair advantage over other students. A
maximum period of 14 days will be given as an extension unless there are exceptional
circumstances. In determining applications the Chief Examiner or nominee may consult with the
Convenor or lecturer of the relevant paper.
When the Chief Examiner or nominee has made a decision on the application for extension, the
Resource Room Administrative Assistant will advise the student of the decision by email.
Following this, the extension form will be given to the relevant lecturer who will retain it until
after the assignment is marked and returned to students. The form will then be placed on the
student’s file. It should be noted that if an extension of longer than 14 days is granted, the
assignment will not be automatically printed out and delivered to the lecturer, therefore the
lecturer is responsible for ensuring the assignment is printed. In appropriate cases, when a
student’s application for extension is declined the Chief Examiner or nominee will inform the
student of the process for applying for special consideration.
Special Consideration
The Assessment Regulations 2005 as set out in the University Calendar 2012 list in detail the
university-wide policies and procedures, which apply concerning missed examinations, impaired
performance or impaired preparation time for an examination, and missed or impaired course
work. Students are responsible for ensuring that they comply with these regulations. Application
forms for special consideration for internal assessment are available from the Resource Room.
Appeals (University Calendar 2012, Assessment Regulations 2005, Reg. 24)
A student may appeal against any decision taken under these regulations.
An appeal, comprising a written statement of the circumstances of the appeal, together with
supporting evidence if available, must be submitted by the student in writing to the Head of
Student & Academic Services not more than seven days after the date on which notification of the
relevant decision is received.
Appeals under this section are considered and decided by the Deputy Vice-Chancellor by
delegated authority of the Academic Programmes Committee.
A decision by the Deputy Vice-Chancellor is notified in writing, and is final.
University Calendar Regulations and Policies
Your attention is drawn to the following regulations and policies, which are published in the
University Calendar 2012:
Assessment Regulations 2005
Student Discipline Regulations 2008
Computer Systems Regulations 2005
Policy on the Use of Māori for Assessment
Student Research Regulations 2008
Ethical Conduct in Human Research and Related Activities Regulations 2008.
Links to other papers
LAWS103, and either LAWS102 or LAWS106, and either LAWS305 or LAWS426
Refer to
Referencing guidelines and caution against plagiarism
Referencing must be in accordance with the New Zealand Law Style Guide.
All written work submitted for the purposes of assessment must be your own work.
Copying or paraphrasing all or part of another person’s work, be it published or
unpublished, without clear attribution, is plagiarism. Plagiarism is misconduct and is dealt
with under the disciplinary procedures of the University as outlined in the Student
Discipline Regulations 2008 in the University Calendar.
“Plagiarism means presenting as one’s own work the work of another, and includes the
copying or paraphrasing of another person’s work in an assessment item without
acknowledging it as the other person’s work through full and accurate referencing; it
applies to assessment presented through a written, spoken, electronic, broadcasting,
visual, performance or other medium.” See section 3, Assessment Regulations (2012
The Te Piringa Faculty of Law’s policy regarding plagiarism is contained in the Te Piringa
Faculty of Law Undergraduate Handbook and the Te Piringa Faculty of Law Undergraduate
Programmes Manual, available from
Health and safety
The Law School’s Health and Safety representative is Ms Alison Saunders who is in Room Law G44
at ext 4167.
Class representation
See p 68 Te Piringa Faculty of Law Undergraduate Handbook available from Contact details for the Student Representation
Coordinator, Academic Services Division, are as follows: Samantha Whittle, Student Services, ext.
6264, CHSSG.25 email: [email protected]
Complaints procedures
The brochure Student Concerns and Complaints Policy provides details of the University’s process
for handling concerns and complaints and is available from Faculty and School Offices, The
Gateway and Student Services Division and is contained in the Calendar 2012. See also the
document Student Support Structure at Te Piringa Faculty of Law, available from the Resource
Lecture Schedule A Semester (NB: Lecture Schedule subject to change)
Week Commencing
Programme of lecture topics
5 March
9 April (9-10 Easter Monday and Holiday)
Overview of Corporate Securities and
Finance Law, including primary and
secondary markets and capital raising
Globalisation, harmonisation and the
global financial crisis
Regulation and reform in New Zealand
Actors and institutions in securities law,
including financial advisors
documents and offers of securities to the
Offers of securities to the public
Offers of securities to the public
Offers of securities to the public
Consequences: civil and criminal
Consequences: civil and criminal
Teaching Recess
16 April
Teaching Recess
23 April (25 April ANZAC day)
Finance company issues and reform
Review of primary market regulation and
introduction to secondary market
Substantial security holder regulation
Continuous disclosure
Insider trading
Dealer misconduct
Market manipulation
Student Presentations
Student Presentations
Student Presentations
Student Presentations
Student Presentations
12 March
19 March
26 March
2 April (6 April Good Friday)
30 April
7 May
14 May (16 May Kingitanga Day)
21 May
28 May
4 June (4 June Queen’s Birthday)
11 June
Review session
Study Week
18 June
25 June
Teaching Recess
9 July
Teaching Recess/Enrolment