Monash Law Introduces New Specialist Corporate Governance and M&A Postgraduate Subjects

Monash Law has introduced two specialist units into its corporate and securities law teaching program. Regulating Shareholder Activism and International Mergers & Acquisition will be offered to students enrolled in Monash Law’s LLM and JD programs. Both subjects will be taught by Dr Tim Bowley, a member of Monash Law’s teaching faculty and an experienced corporate and securities lawyer.

The units will provide students with specialist knowledge regarding these two very topical and significant aspects of corporate law and practice. Regulating Shareholder Activism and International Mergers & Acquisition complement Monash Law’s existing offering of specialist corporate and securities law subjects, which include Corporate Finance Law (LAW5385), taught by Professor Rowan Russell and Corporate Governance and Directors’ Duties (LAW5357) taught by Professor Jennifer Hill.

Regulating Shareholder Activism

In the years since the Global Financial Crisis, shareholder activism has emerged as an important issue in the governance of public companies. As a result of capital market developments, there now exist influential shareholders with significant incentives to intervene in the governance of their companies. These shareholders adopt varying strategies to wield their influence; some can be aggressive, highly interventionist, and controversial in nature. The rise in shareholder activism is an international phenomenon, attracting the attention of regulators, law makers, commentators and researchers across North America, Europe, Asia and Australia.

Regulating Shareholder Activism explores the regulatory implications of shareholder activism. This unit will give students a comprehensive understanding of the varying nature of shareholder activists, the corporate governance opportunities and risks presented by different forms of activism, and the key regulatory ‘flashpoints’ in the regulation of activism. As shareholder activism is an international phenomenon, the unit will adopt a comparative perspective, drawing on empirical evidence, commentary and regulatory responses from jurisdictions in North America, Europe and Australasia.

International Mergers & Acquisitions

The law and practice of mergers and acquisitions (M&A) is a remarkably multi-faceted subject. The structuring and regulation of M&A transactions varies along a number of dimensions, including the nature of the target company and the nature of the acquiring company. There are also significant variations in the practice and regulation of M&A across different jurisdictions. It is important that lawyers and business people understand these variations, owing to the prevalence of cross-border M&A transactions and the increasing ‘cross-pollination’ of M&A practices resulting from the global expansion of international law firms and investment banks.

International Mergers & Acquisitions will provide students with a structured framework for understanding this diverse topic. The unit will examine the fundamental nature of an M&A transaction and identify the key risks and issues that arise. It will consider how factors, such as the nature of the target or acquiring company, can affect the incidence or magnitude of these risks and issues, and demonstrate why different approaches are therefore adopted to regulating and structuring various types of M&A transactions. The subject will use this foundation as a springboard to explore the different styles of regulating M&A throughout the world, with particular focus on the ‘board-centred’ model which characterises, for example, the U.S. approach, and the ‘shareholder-centred’ model which characterises the Anglo-Australian approach and the approach of certain Asian jurisdictions.

About Dr Tim Bowley

Tim is a corporate law researcher and experienced corporate lawyer. His research interests focus on contemporary regulatory debates in corporate and securities law, with a particular focus on the role of shareholders in corporate governance. Tim received his PhD in law from the University of Sydney, and also holds a Master of Law from the University of Cambridge and a Bachelor of Law (Honours) from the University of Adelaide. Prior to commencing his academic career, Tim was a partner in a national Australian law firm and practised in London at one of the leading ‘Magic Circle’ firms.

Tim is currently undertaking research projects for Monash Law’s Centre for Commercial Law and Regulatory Studies (CLARS) which examine institutional investor stewardship, shareholder activism in relation to environmental, social and governance (ESG) issues, and legal rights for activist shareholders to access information regarding their target companies. Each of these projects forms part of collaborative research programs with researchers from other leading international universities. In addition to his research projects, Tim teaches at Monash Law and is a consultant for a national Australian law firm.