TE PIRINGA FACULTY OF LAW
LAWS 502
National and International Securities Regulation
2013 Outline
1.
Identification of Paper
Paper: LAWS502-13C
This paper carries 30 points
2.
Staffing
Prof Nan Seuffert
(Convenor)
Phone: To be confirmed
Room: G.10 (to be confirmed)
Email: nan@waikato.ac.nz
I will be generally available between 20 and 30 August 2013 in my office at
Te Piringa and by email. Students should stop by my office or send me an email to
make an appointment.
3.
Description and Structure of Paper
(a) Description of the paper
This paper covers current debates relating to New Zealand’s securities regulation regime in the
context of the globalisation of commerce. It covers New Zealand’s statutory regime regulating
the primary and secondary securities markets, and some aspects of international securities
regulation and cross border cooperation.
(b) Structure of the paper
This is an intensive paper. The teaching component comprises seminars with lectures and
presentations by students.
Timetable and Room:
Tuesday 20 August
Thursday 22 August
Monday 26 August
Wednesday28 August
Friday
30 August
4.
10am - 4pm
10am - 4pm
10am - 4pm
10am - 4pm
10am - 3pm
G.02
G.02
G.02
G.02
G.02
Learning outcomes
Students who successfully complete this paper will gain an understanding of current debates
relating to New Zealand’s securities regulation regime in the context of the globalisation of
commerce. Students will also gain knowledge of New Zealand’s statutory regime regulating the
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primary and secondary securities markets, and knowledge of the application of these rules in New
Zealand’s corporate and commercial sector. Students will acquire knowledge of international
securities regulation and cross border cooperation in the area. Finally, the paper will also provide
students with the opportunity to undertake research into the areas covered.
5.
Workload
Students should expect to spend 300 hours in total on this paper. The 30 point weighting of this
paper means that it represents one half of a full time load for a semester (or 20 hours per week
for 15 weeks). The fact that it is an intensive does mean there is less work. In addition to
seminar attendance and reading of course materials, time will need to be spent on background
and complementary reading, and in particular on the assessments. Students should allow for
periods of intensive work for preparation for the two weeks of intensive seminars, of
assignments, and especially in preparation of the research paper. Students are advised to invest
significant time and energy in the assignments from the beginning of the process in order to
ensure the development of a quality research essay.
6.
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.
Materials Book: 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 1983, Takeovers Act 1993.
For basic materials on most of the topics in New Zealand securities laws to be covered students
should consult Morrison’s Securities Laws (NZ) which is available on Lexis/Nexis NZ. A current
version of the legislation is also available on that website. If you need assistance with accessing
this material please consult the law librarian.
Students are not required to buy, but should also consult the most recent editions of the
following newspapers, books and journals:
Victoria Stace, Securities Law in New Zealand (Wellington: Lexis/Nexis, 2010).
Company and Securities Law Bulletin.
Company and Securities Law Journal.
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 (2002).
Susan Watson et al., The Law of Business Organisations (most recent edition).
Andrew Terry, Business, Society and the Law (2nd ed. 2002).
New Zealand Herald, business pages.
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National Business Review.
NZ Investors’ Monthly.
Students should also be familiar with the following websites:
New Zealand Financial Markets Authority
http://www.fma.govt.nz/
New Zealand Commerce Commission
http://www.comcom.govt.nz
New Zealand Ministry of Economic Development
http://www.med.govt.nz/
New Zealand Futures & Options
Exchange
http://www.nzfox.co.nz/index.html
The New Zealand Treasury
http://www.treasury.govt.nz/
AustLII (primary Australian materials)
http://www.austlii.edu.au/
New Zealand Stock Exchange
http://www.nzx.co.nz/
Australian Securities Commission
http://www.asc.gov.au/
Archived NZ Securities Commission website:
http://ndhadeliver.natlib.govt.nz/ArcAggregator/frameView/
IE4436549/http://seccom2.test.netco.co.nz/
Further material may be provided on the paper site on Moodle (http://elearn.waikato.ac.nz), the
University of Waikato’s online learning system. Any such material is provided on the following
terms:
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.
7.
Online support
Online support for this paper is provided via Moodle.
8.
Assessment
a)
Requirements for assessed work
School procedures for the presentation of course work are set out in the Te Piringa Faculty of Law
Graduate
and
Postgraduate
Handbook
which
is
available
from
http://www.waikato.ac.nz/law/graduate.
See also paragraph 12 below on referencing guidelines and plagiarism.
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b)
Coursework: 100%
c)
Assessment Components
Component
1. Seminar Presentation
2. Research Proposal
3. Research Paper
Percentage of Final Mark
15%
15%
70%
Due Date
20-30 August
13 September 3pm
11 October 3pm
Rationale:
The aim of this paper is to provide students with the opportunity to present seminars on topics in
national and international securities regulation, and to undertake advanced research on current
issues in national and international securities regulation. The assessment also provides students
with the opportunity to develop their legal research skills, as well as their writing and oral
presentation skills.
School procedures for the presentation of course work are set out in the Te Piringa Faculty of Law
Graduate and Postgraduate Handbook which is available from:
http://www.waikato.ac.nz/law/graduate.
See also paragraph 12 below on referencing guidelines and plagiarism.
Assignment resources are available online at http://www.waikato.ac.nz/law/student/

Seminar Presentation
o Students will be required to make a 15 minute presentation on course readings in class
and to answer questions and contribute to leading the discussion for the assigned
session.
o An assignment sheet for the presentations, including the dates that each student will
be required to present, and a list of questions relating to the assigned reading for each
session, will be made available on Moodle prior to the start of the class.
o It is highly recommended that in preparing for the presentation you read and
familiarize yourself with all of the required reading for that session, and that you
prepare a written summary (for your own use) on the material of no more than two
sides of A4 sheet of paper. You should then prepare answers to the assigned
questions for a presentation of no more than 20 minutes.
o Presentations will be marked having regard to the following criteria:



demonstration of knowledge about the materials presented
scope and depth of understanding of the materials
ability to answer questions about the material, including questions addressing
concepts and theories.
o Students should begin to prepare for their presentations prior to the start of class.

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Research Proposal:
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. Do NOT rely solely on websites and
information available on the internet. There is a five page limit. Topics for your research
paper should be cleared with the lecturer.

Research Paper:
o The research paper is the result of the finalised research indicated in the proposal. It is
a 9,000 word (including footnotes and bibliography) assignment which will require
the exercise of legal research skills, legal analysis and legal writing. At LLM level
students are expected to know how to do research, write a research paper and make a
legal argument. If you are not familiar with this process you should consult student
services. There will not be time to teach research and writing in this class.
o The research paper should present a coherent, in-depth argument on the topic. It is
not sufficient for students to present summaries of the work of others. Students must
not make conclusory statements (statements that are conclusions), but rather
arguments in favour of a particular position.
o It is suggested that students 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.
o In marking the research papers the quality of the following will be assessed:
 Clear statement of the thesis;
 Satisfactory primary, secondary, database and internet research;
 an understanding of the work already covered on the area;
 sound analysis of policy, legislation, case law, etc;
 an original and well developed argument that demonstrates a sound basis of
thinking in the analysis and clear thinking about the issues;
 useful conclusions;
 writing– major deficiencies in structure, style, grammar, spelling, proofreading
and references will result in lower marks;
 A fully referenced bibliography, including primary and secondary sources, other
database sources, and internet sources.
Texts available in the library that are highly recommended to students for writing research
papers are:
 Block, Effective Legal Writing (1992)
 Armstrong and Terrell, Thinking Like a Writer – A Lawyer’s Guide to Effective Writing
and Editing (1992)
 Ray and Ramsfield, Legal Writing: Getting it Right and Getting it Written (1987).
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d)
Handing in, marking time and collection
All assignments must be submitted electronically through Moodle (http://elearn.waikato.ac.nz).
See Te Piringa Faculty of Law Graduate and Postgraduate Handbook, available at
http://www.waikato.ac.nz/law/graduate. Where practical, 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’s
Moodle site (from the participants list within the People block). Alternatively, you can email them
directly at help@waikato.ac.nz or call 838 4008.
Important note: the emailing of assignments directly to lecturers is NOT permitted and DOES
NOT count as submission. All assignments must be submitted through Moodle.
e)
Measurement of Achievement
Achievement in assignments and presentations will be measured in terms of levels of
understanding and knowledge gained, in terms of the originality and the sophistication of analysis
provided, in terms of coherent and logical structure, and in terms of the fluency and accuracy of
expression and referencing.
f)
Management of assessment deadlines, process for requesting extensions and special
consideration, and for appeals
i)
Extensions
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 Graduate Programmes Manual available from the School of Law
Graduate website http://www.waikato.ac.nz/law/graduate/.) 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 Convenor of the course. 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 assessment before the supervening event occurred. It will be important
6
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 Convenor or lecturer of the relevant
paper may consult with the Chief Examiner or nominee.
ii)
Special Consideration
The Assessment Regulations 2005 as set out in the University Calendar 2013 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.
iii)
Appeals (University Calendar 2013, 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 Director 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.
9.
University Calendar Regulations and Policies
Your attention is drawn to the following regulations and policies, which are published in the
University Calendar 2013.
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.
10.
Links to other papers
This paper is linked to LAWS423 Corporate Securities and Finance. Students completing both
papers must provide the course convenor with a copy of the research paper handed in in the
course completed first to ensure suitability of topic.
11.
Fees
Refer to http://calendar.waikato.ac.nz/admission/tableoffeesandcharges.html.
12.
(a)
(b)
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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 (2013 Calendar)
Unless approved otherwise by the examiners of the papers concerned, a student must not submit
as assessment material that is substantially the same as material submitted as assessment for a
different paper.
(c)
The Te Piringa Faculty of Law’s policy regarding plagiarism is contained in the Te Piringa
Faculty of Law Graduate and Post-Graduate Handbook and the Te Piringa Faculty of Law
Graduate Programmes Manual, available from http://www.waikato.ac.nz/law/graduate/.
13.
Health and safety
The Law School’s Health and Safety representative is Ms Alison Saunders who is in Room Law G44
at ext 4167.
14.
Class representation
At the commencement of the intensive paper, a class representative will be elected by the
students in National and International Securities Regulation. This representative is encouraged to
communicate regularly with the Convenor. Students in this paper are encouraged to liaise with
their representative to discuss issues of concern. Contact details for the Student Representation
Coordinator, Academic Services Division, are as follows: Samantha Whittle, Student Services, ext.
6264, CHSSG.25 email: student.reps@waikato.ac.nz
15.
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 2013. See also the
document Student Support Structure at Te Piringa Faculty of Law, available from the Resource
Room.
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Seminar Schedule
Day and time
Programme of lecture topics
20 August 10am-12:30pm
Introduction; History of New Zealand
Regulation
20 August 1:30-4pm
New Zealand and Global Regulatory
Environment
22 August 10am-12:30pm
Definition of Security
Student Presentation(s)
22 August 1:30-4pm
Offers of Securities to the Public
Student Presentation(s)
26 August 10am-12:30pm
Substantial Security Holder Regulation
Student Presentation(s)
26 August 1:30-4pm
Insider Trading
Student Presentation(s)
28 August 10am-12:30pm
Takeovers
Student Presentation(s)
28 August 1:30-4pm
Internationalisation
Regulation
30 August 10am-12:30pm
Free Trade Agreements and Financial
Services
30 August 1:30-3pm
Discussion of research paper topics.
Students should come to class prepared to
discuss the topic they are considering for
their research paper.
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of
Securities