Graduate Diploma in Corporate Law

The subject considers key legal concepts employed in commercial law and the practical role they play in solving commercial disputes. Our focus is on key structures and relationships used in commercial transactions, and the question of how such structures and relationships may affect third parties. As commercial parties often need to decide what legal structure to adopt in a relationship, we consider and compare the differing legal consequences of different types of commercial transactions, looking at their effect on both contracting parties and third parties. In doing so, we look at how key conceptual building blocks of commercial law (such as agency; trusts; sale; and assignment) are applied in practice. Given the international nature of much commercial law, and the important ongoing influence of shared common law concepts, we consider both Australian and English materials.

Students taking this subject will be assumed to have a basic knowledge of the principles of contract law, property law, equity and trusts, as applied in Australia or other legal jurisdictions.

Indicative list of principal topics:

• Agency: internal and external aspects
• The use of trusts in commercial relationships
• Sale and the effect of passing property
• The transfer and protection of intangible commercial rights, including assignment of choses in action
• The role of good faith in commercial transactions.
• Broader themes to be discussed include: (i) the effects of different transactions on third parties, including the limits placed by the law on the parties’ freedom to determine such effects; (ii) the interaction of common law, equity and statute in commercial contexts.

View detailed information in the Handbook

Australia has a detailed and comprehensive consumer protection regime dealing with the supply of goods and services, including financial products, to consumers. Primary legislation is the Australian Consumer Law (ACL), found in Schedule 2 of the Competition and Consumer Act 2010(Cth); equivalent provisions in the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act) applying to financial services and products; and, for consumer credit, the National Consumer Credit Protection Act 2009 (NCCP Act). This subject explores the key features of the consumer protection regimes underlying the supply of goods, services and credit to consumers, along with the common law principles and policy imperatives that underpin these regimes. The lecturers include one of the Law School's private lawyers with specialist expertise in consumer law, and a leading practitioner in this field of law.

Indicative list of principal topics:

• Purposes of consumer protection law

• The regulatory toolkit

• Common law doctrines underlying the legislative regime

• Enforcement and remedial strategies.

• Key consumer protection regimes under the Australian Consumer Law, Australian Securities and Investment Commission Act 2001 (Cth) and the National Consumer Credit Protection Act 2009 including:

  • Misleading or deceptive conduct
  • Unconscionable conduct
  • Interest rate caps and responsible lending
  • The specific regulation of small amount loans
  • Unfair contract terms.
  • Consumer guarantees and implied terms

View detailed information in the Handbook

This subject will provide students with an in-depth understanding of the legal rules and economic principles underpinning the review of mergers and acquisitions in Australia. Around the world merger law is topical, with concerns about increased concentration and acquisition of potential start-up competitors, particularly in the fast-evolving digital space. In this subject you will examine how the competitive effects of different types of mergers are assessed in Australia, including the circumstances in which mergers may be authorised. We will examine the processes involved in merger review, as well as the penalties for contravention. The subject will also examine proposals for reform of Australia’s merger review laws and processes. As the Australian Competition and Consumer Commission (ACCC) continues to advocate for substantial changes to our nation's merger laws, this subject presents a unique opportunity to delve into the nuances of Australian merger law's current and potential future application.

Indicative list of principal topics:

• Merger law and processes
• The economics and analysis of horizontal, vertical, conglomerate and digital mergers and ecosystems
• Authorisation of mergers in Australia and other merger remedies Merger reform proposals
• Merger reform proposals

Important note on delivery

The teaching and learning activities in LAWS90287 Australian Merger Law run online across an 8-week extended study period.

This subject will primarily feature asynchronous online learning activities, including discussion boards. In addition, there will be 2-3 essential live online classes delivered by the subject coordinator.

Make sure to check LMS Canvas for the latest information on the subject schedule, webinars and discussion board activities.

View detailed information in the Handbook

Equitable doctrines and remedies lie at the heart of commercial conduct, transactions and private law litigation. They provide unique standards of conduct that restrict and guide commercial dealings and a raft of powerful personal and proprietary remedies that dictate defendant liability when transactions fail. Over recent years their influence has been seen in important judicial decisions affecting commercial dealings. This subject considers some of the more pressing points of convergence between equitable doctrine and commercial practice, drawing throughout comparisons with the law in Australia and that in England and Wales. In doing so, our subject is tightly structured to ensure that students are exposed to cutting-edge legal theory concerning court-led equitable developments and to the ramifications of those developments at the coal-face of commercial practice and dealings.

This subject will be relevant to transaction lawyers involved in planning, initiating and drafting contracts, for corporate lawyers and regulators involved in consumer and banking law and for commercial litigators. The lecturer is an internationally recognised expert in the commercial applications of equitable doctrines and remedies.

Indicative list of principal topics:

• The role of equity in commercial transactions
• Recipient liability
• Accessory liability
• Undue influence
• Vitiating factors and banks
• Quistclose trusts
• Proprietary and promissory estoppels
• Proprietary restitution (unjust enrichment)
• Proprietary restitution (wrongdoing)

View detailed information in the Handbook

This subject focuses on the legal context and considerations of property, crime and financial liability insurance, including categories of loss and liability, disputed coverage and claims handling issues.

The course is relevant to operational business risk management and will cover insurance products such as material damage and resultant business interruption, public and products liability, professional indemnity, errors and omissions, crime and trade credit insurance.

This subject has an Australian focus.

Indicative list of principal topics:

• What is insurance and how does it work? How does it compare/contrast with other modes of risk transfer/funding?
• Commercial property and business interruption insurance
• Public and product liability insurance: the nature of "occurrence-based" liability insurance
• Financial liability insurances, professional indemnity and directors & officers insurance (PIDO), errors and omissions insurance (ENO), civil liability
• Trade credit, insolvency insurance and cyber-risk insurance
• Strategies and tactics for dealing with insurers: resolving underwriting and claim disputes

View detailed information in the Handbook

Comparative Constitutional Studies is an important field of study and research in our times. It involves the study of different constitutions from across the world. This subject will cover the broad field but also focus specifically on the experience of Asian nations.

The title of this subject indicates that its focus is not just on the study of constitutional texts, but also on constitutional politics. At the start of the subject, we will seek to gain an understanding of the broader field of comparative constitutional law/studies, and its approaches and methods. With this background, we will seek to understand aspects of constitutionalism in Asia.

The field of comparative constitutional studies has had, since 2010, to grapple with the rise of authoritarianism around the world. In this course, we will focus on the phenomenon of ‘Caesarism’ which seeks to bring some clarity to concepts such as authoritarianism/populism/constitutional retrogression that are generally used to describe politics in the contemporary period. A specific issue of scrutiny will be how courts and constitutional adjudication in particular are affected by the rise of Caesarist forms of politics, and how they, in turn, have sought to respond.

Students taking this subject will be able to first obtain an understanding of broader issues and debates in the field of comparative constitutional studies before undertaking individual research projects on topics they will choose to work upon under the supervision of the instructor.

Indicative list of principal topics:

• Introduction to comparative constitutional studies and research methods
• The history, theory and practice of Constitutions
• Varieties of Constitutions/Constitutionalism
• Constitutions/Constitutionalism in Asia
• Constitutions in authoritarian regimes
• Constitutional Adjudication, including in authoritarian regimes

View detailed information in the Handbook

Globalisation is driving corporate tax systems closer together and often into conflict. For many tax practitioners, it is now not enough to know their own corporate tax system—they must grapple with and question the operation of other corporate tax systems. This subject seeks to develop an ability to understand and analyse any corporate tax system and assess its impact on corporate decision-making. With a dedicated textbook (written by the presenter), this subject compares a number of influential and archetypal corporate tax systems (both common law and civil law) and assesses their behaviour in the context of practical problems. For tax professionals, this subject develops an ability to ask direct and informed questions about a foreign corporate tax system and discuss that system at a high level with foreign tax professionals.

This subject will compare and analyse corporate income tax law in selected countries (Australia, China, Germany and the US, with some reference to the UK) and consider how these laws interface with corporate law. Participants will be encouraged to discuss other jurisdictions with which they are familiar and students are permitted to cover other countries in their research paper. The approaches adopted are analysed by reference to various policy options available. There is a particular focus on problems caused by the artificiality of corporations.

Indicative list of principal topics:

• Identification of entities (including hybrids) subject to corporation tax
• Corporate groups and personal service companies
• Debt versus equity and relief from economic double taxation of dividends
• Cross-border corporate income and dividends
• Gains/losses on the disposal of shares, takeovers and sale of loss companies
• Corporate formation, share buy-backs and liquidation
• Bonus issues, convertible notes, mergers and demergers.

View detailed information in the Handbook

Insolvency laws have developed significantly over the past few decades. No one still believes, as Napoleon did when discussing the French Commercial Code in 1807, that all insolvencies can simply be eradicated. However, insolvencies remain both a sign and consequence of economic turmoil, and insolvency processes can be optimised to reduce costs, save businesses and jobs, and even—on a wider scale—protect national economies.

Insolvency law has therefore become as crucial for economists as it is for lawyers, with considerable attention given to improving insolvency tools. This has resulted in global convergence of insolvency systems—in fact, all EU member states have recently reformed their insolvency laws by adopting common law-based principles. At the same time, legislators have recognised the importance of early intervention and prevention. Our field moves quickly and involves significant psychological impacts for people facing economic difficulties.

This subject aims to give you the skills and tools necessary to understand the main concepts behind insolvency procedures. We will focus on current problems and strategies in typical insolvency procedures, covering the main mechanisms that make insolvency systems efficient. We take a special perspective on EU systems with a focus on French law, while also making brief excursions into US law.

View detailed information in the Handbook

Contract interpretation is one of the most important topics in commercial law. In recent years, interpretation disputes have come to dominate contract litigation. Because views can differ as to basic questions — such as whether particular words have a plain meaning, and what ‘commercial sense’ dictates in a given situation — the outcomes of these cases can be difficult to predict. This subject will study the core principles of contract interpretation in Australian and English law. It will also examine the closely related principles concerning implied terms, rectification and estoppel by convention. Current issues and controversies will be considered. The common law approach to contract interpretation will be compared with those adopted in important international instruments such as the United Nations (UN) Convention on Contracts for the International Sale of Goods. The teacher is a former commercial practitioner who has taught contract law for many years and has published widely on relevant topics.

This subject will examine the principles governing the interpretation of commercial contracts, and the closely related principles concerning implied terms, rectification and estoppel by convention.

View detailed information in the Handbook

Corporate governance is of national and international importance. This subject examines the law relating to corporate governance, particularly the duties and responsibilities of company directors and other officers, primarily from an Australian perspective but also considering the approach taken in other jurisdictions. It has a focus on listed companies and the relationship between governance and control.

Indicative list of principal topics:

• Overview of the current framework of corporate governance and the duties of directors and other officers

• The role of industry corporate governance guidelines including the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations

• ESG

• Disclosure

• Remuneration

• The division of power between the board and the general meeting

• Corporate control and governance

• Directors’ duties, including:

• • Who is subject to duties?
  • To whom are duties owed?
  • Duties to act with care and diligence, in the best interests of the company, and for a proper purpose
  • Duties to avoid conflicts of interest and account for secret profits
  • Statutory duties
  • Consequences of breach and relief from liability

View detailed information in the Handbook

The law of corporate insolvency plays a significant role in a modern economy. Recent economic downturns, coupled with high-profile corporate collapses, have emphasised its importance. But several parliamentary and other enquiries have highlighted its shortcomings, and the effectiveness of recent law reform initiatives remains to be seen.

This subject is of particular relevance to practitioners whose work involves insolvency and related issues—whether from the ‘back end’ (eg litigators) or ‘front end’ (eg transactional, banking or property lawyers).

Indicative list of principal topics:

• Foundations of insolvency law: history, philosophy, policies and principles
• The meaning of “insolvency”; winding up, the powers and functions of liquidators
• Distribution of assets: pari passu; the ranking of claims; priority creditors; the effect of security
• Avoidance of antecedent transactions; combatting “phoenix” activity
• Insolvency of corporate groups: directors’ duties; insolvent trading; pooling
• Voluntary administration and deeds of company arrangement (DOCAs)
• Receivership: intersection with other insolvency regimes
• Restructuring and rescue: schemes of arrangement, DOCAs, and informal mechanisms.

As well as the subject prerequisites, students are expected to have some background knowledge of the subject matter before enrolling. Prospective students should have previous study in corporations law or have undertaken substantial pre-subject reading. It is recommend that students have a general familiarity with the formal regimes (i.e. liquidation, administration and receivership) and relevant statutory provisions as a backdrop against which to consider the topics and issues we will cover.

View detailed information in the Handbook

This core tax subject examines the policies, detailed rules and current practical problems involved in the taxation of companies and shareholders in Australia, particularly at shareholder level. The lecturers are leading practitioners and they will consider the tax rules that apply to shares, corporate distributions, Australia‘s imputation system and the debt-equity integrity rules.

This subject consists of a detailed examination of the tax rules applied to companies and shareholders in a domestic setting in Australia, with a focus on issues at the shareholder level.

Indicative list of principal topics:

• The policy and problems of taxing companies and shareholders
• Tax treatment of contributions of share capital and assets to a company
• Debt-equity classification
• The corporate shareholder imputation system
• Private company deemed dividends
• Franking credit and capital streaming and associated anti-avoidance rules
• Taxation of company distributions and dealings with interests in companies, including liquidations and share buybacks.

View detailed information in the Handbook

This advanced corporate tax subject provides an in-depth analysis of the tax rules for Australia‘s largest public and private consolidated corporate groups, and the rules for use of losses by companies and corporate groups. It includes detailed discussion of the latest reforms in these highly technical areas of corporate tax practice, in light of tax policy applicable to companies and consolidated groups operating in Australia today. This subject is co-taught by experienced lecturers who combine academic and practitioner experience to deliver this advanced and commercially essential subject.

Indicative list of principal topics:

• The rules for membership and formation of a consolidated group in Part 3-90 of the Income Tax Assessment Act 1997 (Cth)
• Operation of a consolidated group through normal trading operations, including the single entity rule, treatment of assets and liabilities, tax payment obligations, tax-sharing agreements and the company shareholder imputation system for consolidated groups
• Tax cost setting on joining and leaving of subsidiary members of a consolidated group, including group-to-group transactions
• Tax rules for multiple entry groups owned by foreign investors in Australia
• The interaction of consolidated group tax rules with other tax rules
• Tax rules for losses in companies and consolidated groups, including loss integrity rules, in Divisions 165 and 166 of the Income Tax Assessment Act 1997 (Cth).

View detailed information in the Handbook

This subject focuses on the law and practice of complex corporate transactions, including debt and equity financings, amalgamations, acquisitions, divestitures, schemes of arrangement, and corporate restructurings. Special emphasis will be placed on the analytical, drafting, and negotiation skills central to serving as a transactional attorney.

The jurisdictional focus will be Australia, Canada, and the United States, as well as other common-law jurisdictions.

Notwithstanding this subject’s practical orientation, discussion and materials will also address legal, economic, and even political theories that can help us understand how corporate transactions are structured and executed.

Indicative list of principal topics:

• corporate governance;
• corporate finance;
• venture capital;
• mergers and acquisitions;
• asset and share purchase agreements;
• amalgamations and schemes of arrangement;
• takeover bids;
• defensive tactics;
• further market considerations.

View detailed information in the Handbook

CSIRO’s Data61 digital research network describes blockchain technology as ‘a revolutionary new approach to database management’ that will prompt ‘significant changes in existing Australian industries’. Yet, despite significant investments of time and money by institutions around the world, we still lack robust proof of social or commercial benefit. Several years have passed since Bitcoin’s ‘Genesis Block’ was mined, but that foundational use case—digital cash without traditional intermediaries—has not challenged the legacy payments infrastructure. Where blockchain-based assets are used as monetary instruments rather than investments, those transactions are atypical in subject-matter and frequency.

All of this begs the question: if the goal of blockchain technology is to eliminate ‘trusted third parties’, why is that something to aspire to? Is the answer to that question commercial or political? And, most importantly, is it correct? The aim of this subject is to answer these questions, and to do so by situating cryptoassets in their global context—as a matter of law, economics, politics and society.

View detailed information in the Handbook

Doctrines of equity, including the various species of trusts, play a crucial role in the commercial world. They are regularly used in financial, property and fiscal transactions and planning. The relevant principles guide conduct, and provide remedies in specific situations.

In recent years, final courts of appeal in relevant jurisdictions have developed the law in this area in distinctive and interesting ways, and this subject will involve critical analysis and comparison across several jurisdictions. The focus is particularly on Australia and England & Wales, with appropriate reference to case law and legislative reform from other jurisdictions such as Singapore, Hong Kong, Canada and New Zealand.

Our subject will be relevant for lawyers working across construction, financial, consumer, property and family fields, and those working within those industries with an interest in the relevance of the law. Students from jurisdictions outside of Australia will find this a highly relevant and topical subject.

Indicative list of principal topics:

• Historical developments and general themes, including “fusion”
• Equity in Different Contexts, including Commercial, Corporate and Tax Law
• Essentials of the Express Trust
• Fiduciary duties
• Liability of third parties, including recipients and accessories
• Tracing
• Equitable Remedies

View detailed information in the Handbook

Impact investing is a hot topic, championed as well as vilified globally. From charities to large fund managers, investors are looking beyond purely financial returns to tangible and sustainable impact. What does it take to be a responsible investor? What is the role of a lawyer with an impact fund, and what are the responsibilities of investors and managers? This subject explores both responsible and impact investing, highly dynamic and urgent topics in the transition to net zero and the challenge of the sustainable development goals.

The subject has a distinctly practical approach and is designed to assist students in developing the skills to assess, prioritise and negotiate impact transactions. We dig into the structuring, negotiation and documentation of impact investing across a broad spectrum, ranging from venture capital, direct and co-investments to managed equity funds. We also explore challenging and live legal topics such as corporate responsibility, fiduciary duty, disclosure obligations and impact washing.

Special attention is dedicated to how investors can generate meaningful and sustainable change in their engagement with investee companies and impact funds. Seasoned practitioners from across the market provide their insights as part of a valuable diversity in perspectives.

Indicative list of principal topics:

• Exploring impact and sustainability across private equity in the broadest sense, from venture capital and direct investments to managed funds.
• The wave of (hard and soft) relevant regulation, taking our cue for instance from EU sustainable finance directives on corporate responsibility and disclosure, to public policy and increasingly principles and best practices driven by market participants.
• Engagement of responsible (as well as activist) investors with investee companies and impact funds.
• Investor stewardship to help and drive change.
• The role of major institutional investors and sovereign wealth funds alongside NGOs.
• Reviewing and critiquing impact funds in practical case studies, lessons learnt from recent failures, and the toolbox of the responsible investor.
• Challenges to the credibility and growth of the impact investment market, and the role of market supervisors.
• The risk of ‘impact’ washing litigation for both investors and managers and how to mitigate or exploit it.

View detailed information in the Handbook

This subject involves the study and analysis of the structure, purpose and key provisions of market standard cross border lending documentation, including large syndicated credit agreements (governed by New York or English law). Students will focus on anticipating potential concerns and tensions in the negotiation process and will have the chance to review and study the key agreements and documents such as the credit agreement, guaranties, other ancillary documents, schedules, and document deliveries that they will encounter in practice. Students will also study the structure and standard documents used in the cross-border repo market and the securities lending market, two important international capital markets.

Over the past three decades, Professor Christian Johnson has taught and lectured on cross-border lending and capital markets in Australia, Europe, Asia, the Middle East, Africa, and North and South America. Currently, he is the Commonwealth Professor of Law and Business Advising at Widener University Commonwealth School of Law. Professor Johnson has presented and lectured at sovereign wealth funds, central banks, multilateral development banks, the University of Oxford, the London School of Economics, the National University of Singapore, and other prominent institutions. Professor Johnson graduated with his law degree from Columbia University, practiced for global law firms in New York and Chicago, and worked as a certified public accountant for Price Waterhouse prior to law school.

Indicative list of principal topics:

• The various structures and purposes of different cross-border lending transactions
• The key provisions and clauses found in cross-border lending documentation
• The key interbank credit markets
• The key differences between New York, English law and Australia in lending transactions
• The key clauses found in Australian/New York/English guarantees
• The key legal, credit and business issues in repo and securities lending transactions.

View detailed information in the Handbook

The Challenge of a Decade, if not our Generation. Can sustainable finance be the answer to climate change, poverty and inequality? The purpose of this subject is to immerse students in sustainable finance in international practice, from sustainable lending, green bonds, renewable energy, innovative structured products and impact investing. Across these markets, key legal concepts, structural features and documentation are covered in detail. By engaging in-depth, through term sheet negotiations, and pitches the students jointly develop the skills to assess, prioritise, challenge and negotiate these transactions.

The subject coordinator draws on his own experience in global sustainable finance, and invites experts from international law firms and organisations, to help you become ‘more than a lawyer’.

Indicative list of principal topics:

• The Sustainable Development Goals, the evolving regulatory framework of sustainable finance, and implementation by banks, development institutions, funds and corporates in international practice
• Understanding the structural features of sustainable lending, including sustainability-linked loans (SLLs) as well as inclusive finance, along with the relevant principles and contentious issues in negotiation
• Thoroughly analysing and comparing the green, blue, orange, social and sustainable bond structures and terms, including social impact bonds, bond linked to sustainable performance, as well as their challenges in practice
• Negotiating and mastering the negotiation of key terms of renewable energy project finance
• The implementation of impact investing in fund management and private equity, in day to day practice
• How structured finance can further sustainable goals, for instance through refugee finance, vaccine bonds, drought risk transfer and microfinance securitisation
• The litigation challenges in sustainable finance for both investors, issuers and ‘green’ rating agencies, for instance the risk of mis-selling ‘green’ products, and how to address this and other risks in documentation as well as through strategic means.

View detailed information in the Handbook

This subject will provide students with an understanding of key concepts in the field of leadership and enable them to more effectively assume leadership responsibilities within organisations, legal practices and/or the community more broadly. The subject aims to give students not only a theoretical understanding of leadership but practical skills and approaches that they can enact both during the course and subsequently to enhance their careers and impact. The subject focuses on the particular challenges and opportunities for lawyers seeking to have impact in modern organisations and the community through leadership. The modes of instruction will include experiential learning, transformative learning, collaborative learning and guest speaker presentations. Students will draw on their own experience of leadership (as both leaders and followers) as well as biographical and hypothetical case studies in leadership. This subject is designed for students who have worked in organisations or legal practices and who have an interest in assuming leadership responsibilities.

Indicative list of principal topics:

• A brief modern history of leadership (tracing the evolution of leadership from the industrial age to the present)
• Lawyers as leaders (the role of advocacy, emotional stability, expertise and objectivity in modern leadership)
• Harnessing human motivation
• Authority and leadership
• Leading in complexity
• Leading change
• The psychology of judgment and decision making (as individuals and in groups)
• Self as leader (preferences for behaviour, emotional intelligence, self-awareness and cognitive flexibility)
• Sustainable leadership

Students in the Melbourne Law Masters program who would like to take this subject as an elective should have a minimum of 2-5 years relevant legal work experience.

View detailed information in the Handbook

This subject examines the fundamental principles under Australian law relating to the provision of credit by financiers to businesses and consumers. The subject has as its focus the legal design of key financing transactions and the chief means by which financiers manage the risk of a borrower’s default or insolvency. The topics covered range from 'vanilla' loans supported by security interests and guarantees to more complex title-based transactions, including assignments, leases and securitisations, and the use of credit derivatives. The subject also discusses the Australian Personal Property Securities Act.

Indicative list of principal topics:

• The financier–borrower relationship and key governance issues in banking and finance transactions
• Building blocks of banking and finance transactions
• Law relating to guarantees and security interests
• Legal design of more complex banking and finance transactions

View detailed information in the Handbook

This subject examines the law governing the registration, regulation and termination of corporations in Australia. It will explore a range of theoretical and practical issues concerning the corporation and its participants, with a particular emphasis on corporate law in practice.

Indicative list of principal topics:

• Introduction to the historical, theoretical, legal and constitutional basis of corporations and corporations legislation
• The corporate constitution
• Financing the corporation
• Directors’ and officers’ duties
• Shareholders’ remedies
• Aspects of corporate insolvency.

View detailed information in the Handbook

This subject is an introduction to the foundational principles and rules of the public international legal order. It is designed to provide students with an understanding of the key concepts of international law, its history and contemporary relevance, sources of international law and the role of some key international institutions, such as the United Nations (UN). The subject is grounded in both theory and practice in order to consider how international law works in shaping and dealing with a range of global issues, including the creation, recognition and sovereignty of states, self-determination of peoples and the use of force in international relations.

Using contemporary examples and case studies which address recent and current developments, students will critically evaluate the position and relevance of international law in international politics and society.

The teaching integrates both content and skills in advanced legal research and writing. We will purposefully introduce students to the practices and protocols of advanced study in international law, as well as to the specialised knowledge and skills required of studying at postgraduate level in the Melbourne Law Masters.

Indicative list of principal topics:

• The nature, purpose and language of international law;
• Sources of international law;
• International legal personality, statehood and sovereignty;
• Jurisdiction of states and jurisdictional immunities;
• The responsibility of states for violations of international law;
• Peaceful settlement of disputes and the functions of the International Court of Justice; and
• Regulation of the use of force in international relations (jus ad bellum).

Important information about this Subject

This subject is a pre-requisite for many other international law subjects in the Melbourne Law Masters. We recommend full-time students enrol in this subject when they first start their program of study. For part-time students, International Law (LAWS70173) is the alternative five-day intensive offering.

All students enrolled in the following internationally focussed courses are strongly recommended to take either LAWS90295 Principles of International Law or LAWS70173 International Law (if you don't already have prior professional or educational background in public international law):

• Master of Environmental Law
• Master of Human Rights Law;
• Master of Law and Development;
• Master of Public and International Law;
• Graduate Diploma in Environmental Law
• Graduate Diploma in Human Rights Law
• Graduate Diploma in Environmental Law
• Graduate Diploma in International Law.

More information on course planning in the Melbourne Law Masters.

View detailed information in the Handbook

Project finance is the financing of major projects. It often takes the form of a financing arrangement under which the monies raised for a project are repaid primarily from the project’s cash flow, with the project’s assets held as collateral. It enables the sponsor of a project to arrange financing with no recourse, or limited recourse, to the sponsor’s balance sheet. Project finance is complex in view of the number of parties involved, the security that is taken over the project’s cash flow and assets, the nature of the rights that are exercised by the lenders in respect of the project generally and the cross-border character of stakeholders. Project finance lawyers need to have an in-depth understanding of both the legal issues that arise as well as the commercial and operational aspects of the project.

The lecturer is a leading practitioner in this area and will introduce students to the key legal, contractual and structural issues concerning major projects and project finance, and analyse these issues in the context of a number of case studies in the mineral, energy and infrastructure sectors.

Indicative list of principal topics:

• Characteristics of suitable projects
• Characteristics of project financing in Australia
• Project financing techniques
• Identification of risk and techniques for allocation of risk
• Structuring financing requirements for a project
• Contractual arrangements
• Project financing default and remedies
• Case studies of project financing in mineral, energy and infrastructure sectors.

View detailed information in the Handbook

This core tax subject is designed to explore in detail the fundamental principles of income tax, fringe benefits tax and capital gains tax in relation to business and investment. It will provide the requisite skills and knowledge to identify and better deal with income tax problems that arise in practice and in other tax subjects. The lecturers are leading practitioners or academics with extensive experience in the field.

Indicative principal topics include:

• The structure of the Australian income tax system
• The structure of the legislation, interaction mechanisms and derivation
• Multi-step transactions
• Deferred payments
• Expense characterisation and calculation of cost
• Valuation and conditions of employment
• Reimbursements and apportionment of deductions
• Capital gains tax: dissecting receipts and part disposals
• Deemed disposals
• Capital allowances and cost-base write-down
• Creation of liabilities
• Reimbursement and recovery of expenses.

View detailed information in the Handbook

White-collar crimes differ from the popular conception of 'crime’ as involving the most unambiguously blameworthy sorts of conduct in which citizens can engage. This subject will examine how these crimes are dealt with under Australian rules on criminal responsibility, procedure, proof and punishment. It will also consider the various other enforcement options available to regulators to sanction similar (or the same) corporate misconduct, including negotiated outcomes, administrative proceedings and civil enforcement.

Adopting a comparative perspective (between Australia and relevant overseas jurisdictions, such as the United States), this subject will examine the major policy questions in the area of white-collar crime and regulatory enforcement, including (1) compliance or deterrence; (2) how to achieve corporate behavioural change; (3) the role of reputation in punishment; and (4) choosing between individual or corporate liability.

The subject will be of interest to government lawyers, corporate counsel and litigators - anyone who is interested in the often blurry lines that distinguish criminal from non-criminal behaviour.

Note that this subject includes an advanced analysis of aspects of Australian criminal law. The classes and the take-home examination assume a prior knowledge of Australian criminal law as taught in the core curriculum of Australian law degrees.

Indicative list of principal topics::

• The theory and policy of white-collar crime and regulation
• Corporate criminality and individual liability in an organisational setting
• Processes, proof and sentencing for business and organisational crime
• Advanced examination of criminal offences in the Corporations Act 2001 and the interaction of those provisions with the Criminal Code Act 1995 (Cth) and Crimes Act 1914.

View detailed information in the Handbook