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 Phone: To be confirmed
(Convenor) Room: G.10 (to be confirmed)
Email:
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 10am - 4pm G.02
Thursday 22 August 10am - 4pm G.02
Monday 26 August 10am - 4pm G.02
Wednesday28 August 10am - 4pm G.02
Friday 30 August 10am - 3pm G.02
4. 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 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.
National Business Review.
NZ Investors’ Monthly.
Students should also be familiar with the following websites:
New Zealand Financial Markets Authorityhttp://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.
b) Coursework: 100%
c) Assessment Components
Component Percentage of Final Mark Due Date
1. Seminar Presentation 15% 20-30 August
2. Research Proposal 15% 13 September 3pm
3. Research Paper 70% 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.
· 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).
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 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 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.