Course Coordinators/Lecturers:
Francesco de Zwart (Lecturer)

Location:
Adelaide Law School
Ligertwood Building, North Terrace
Telephone: 83138304
Email: francesco.dezwart@adelaide.edu.au

Course Website: www.myuni.adelaide.edu.au

COURSE LEARNING OBJECTIVES
 
This course is designed to develop:

a) Students ability to identify fundamental legal issues in commercial scenarios
b) Students to apply critical thinking and problem solving skills,
c) A high level of literacy and the ability to verbally communicate information and ideas effectively
d) Ability to work effectively individually and as a team member in small groups
e) Opportunities for practical implementation of the concepts.
f) Ability to use modern technology

COMMUNICATION SKILLS

The continuing development of good interpersonal skills and communication skills is widely regarded as important for all graduates. This course specifically seeks to develop students’ abilities in oral and written communications. It provides opportunities for students to practice in small working groups.

1.  Students are permitted to take the below textbook(s) into the examination room:

Hanrahan P, Ramsay I and Stapeldon G, Commercial Applications of Company Law
Publisher: CCH
Edition: 2015, (16th edition)
ISBN: TBA

The Lecturer and Tutors will make reference to this textbook throughout the course so each student should ensure that they have their own copy.

The textbook is available from UniBooks in a “Two-Pack” with the prescribed legislation:

Textbook – ISBN TBA – Company Law *PACK*: Commercial Applications of Company Law, 16th Edition, 2015 + Corporations and Securities Legislation Vol. 1, 2015
             

2.  Statute/Legislation

Corporations Act 2001 (edition 2015)
Publisher: CCH, Butterworths or Thomson Lawbook

It is essential that students purchase this legislation as the subject lecturers and tutors will refer to the relevant sections during the course.

The Corporations Act 2001 is also available at www.austlii.edu.au

The legislation is available from UniBooks in a “Two-Pack” with the prescribed textbook:

Textbook – ISBN TBA – Company Law *PACK*: Commercial Applications of Company Law, 16th Edition, 2015 + Corporations and Securities Legislation Vol. 1, 2015
 
 
3.  Course Readers

3.1  Course Reader 1: The Law of Business Structures

A Course Reader for Commercial Law II entitled “The Law of Business Structures” will be available to be collected by students from the Image and Copying Centre, Level 1, Hughes Building. Students will receive an email when the Course Reader will be available to be collected.

3.2  Course Reader 2: Corporations Law

A further Course Reader entitled “Corporations Law” will be available later in the semester. 

Students may find the following additional textbook helpful but are not expected to purchase it:
 
Lipton P, Herzberg A and Welsh, M, Understanding Company Law, 18th Edition, 2015
Publisher: Thomson Reuters

INTERNET SITES

Lecture slides, tutorial questions, other course materials and resources, additional web-links, assessment and important messages relating to the course will be placed on MyUni throughout the course. MyUni can be found at www.myuni.adelaide.edu.au

Students will also find materials such as case law, legislation and other information related to the topics in the course at the following internet sites:

Australian Securities and Investments Commission: www.asic.gov.au  

State and Commonwealth Cases, Legislation and legal journal articles: www.austlii.edu.au 


 
 

1.  TEACHING AND LEARNING MODES

Teaching will be by way of:

1.  One two-hour lecture per week and

2.  One one-hour tutorial each week (tutorials commencing in week 2 of semester) and

3.  One 90 minute exam problem workshop in Weeks 4, 8 and 12


2.  TUTORIALS

Tutorials are a vital component in this subject. As such, it is important that students attend tutorials. The ability to recognise and discuss relevant legal issues in a commercial scenario is the primary aim of this subject.

In tutorials students are expected to engage in the learning process and actively participate in class discussions. At times in tutorials students will be divided into small groups whereby there will be presentations by students of the tutorial problems.

Preparation, attendance and participation in the Tutorials forms part of the assessment for the course (see below Assessment Detail).

WORKLOAD

The University expects full-time students (i.e. those taking 12 units per semester) to devote a total of 48 hours per week to their studies. This means that you are expected to commit approximately 9 hours for a three-unit course of private study outside of your regular classes.

Students in this course are expected to attend all lectures and exam problem workshops throughout the semester plus their allocated one hour tutorial class each week.

1.  LECTURE TOPICS

Lectures will cover the following topics:
 
Sole Traders
Partnerships
Joint Ventures
Syndicates
Trusts
The Concept of Corporate Personality
Types of Companies
Registration of Companies
The Corporate Constitution and Replaceable Rules
Promoters
Pre-Registration Contracts
Company Contracts
Criminal Liability of Companies
Tortious Liability of Companies
Management of Companies
Directors and Other Officers
Directors and Senior Management Duties
-Common Law and Equity
- Corporations Act
Company Financial Reporting
Auditors
Members’ Rights
Shares
Dividends
Corporate Borrowing
External Administration


2.  WEEKLY LECTURE TOPIC GUIDE

Week Number          Lecture Topic

1                              Course Introduction, Administration and Assessment

                                Sole Traders

                                Partnerships Part 1
                                Definition of a Partnership
                                Existence of a Partnership
 
2                              Partnerships Part 2
                                Existence of a Partnership (cont’d)
                                Wrongful Acts of the Partners
                                Power of a Partner to Bind the Firm
                                Holding Out as a Partner
                                Rights of Persons Dealing with the Partnership
                                Relations between Partners
 
3                              Partnerships Part 3
                                Relations between Partners (cont’d)
                                Partnership Property
                                Dissolution of a Partnership
 
                                Syndicates
 
                                Introduction to Trusts
                                Definition of a Trust
                                Trustee’s Duties
                                Trustee’s Liabilities
 
4                              Corporations
                                The Concept of Corporate Personality
                                Types of Companies
                                Registration of Companies
                                Constitution and Replaceable Rules
 
5                              Corporations
                                Promoters
                                Pre-Registration Contracts
                                Company Contracts
 
6                              Corporations
                                Company Contracts (cont’d)
                                Criminal Liability of Companies
                                Tortious Liability of Companies
                                Management of the Company

7                               Corporations
                                 Directors and Other Officers
                                 Directors and Senior Management Duties
                                 · Common Law and Equity
 
8                               Corporations
                                 Directors and Senior Management Duties
                                 · Corporations Act 
 
9                               Corporations
                                 Directors’ Duty to Prevent Insolvent Trading
                                 Company Financial Reporting and Auditing
 
10                             Corporations
                                 Company Financial Reporting and Auditing (cont’d)
 
11                             Corporations
                                 Members’ Rights
 
12                             Corporations
                                 Shares
                                 Dividends
                                 Corporate Borrowing
                                 External Administration

ASSESSMENT SUMMARY

Assessment Item	% of Final Mark	Release Date	Due Date	Group or Individual	Redeemable	Learning Objectives
Tutorial Preparation, Attendance and Participation	10% (Compulsory)	N/A	N/A	Individual	No	a - f
Take-Home Class Test	30% (Compulsory)	TBA	TBA	Individual	No	a - f
Final Exam	60% (Compulsory)	TBA	TBA	Individual	No	a - f

N/A

1.  ASSESSMENT DETAIL

The assessment components are as follows:

1.1  Tutorial Preparation, Attendance and Participation (compulsory) 10%

You must attend the tutorial you are enrolled in to gain marks for preparation, attendance and participation. Only a medical certificate or some significant reason as set out in the University's Modified Arrangements for Coursework Assessment (MACA) Policy accepted in writing by the Course Coordinator will excuse you from attending.


1.2  Take-Home Class Test (compulsory) 30%

Date and Time Posted to MyUni site: TBA

Date and Time Due: TBA

Maximum Word Length: 2,500 words

The test is an open book test.


1.3  Final Exam (compulsory) 60%

There will be a 3 hour exam plus 10 minutes reading time.

The exam is an open book exam.

Students may take into the examination room any of the following materials:

Prescribed textbook(s)
Latimer, P, Australian Business Law, 34th edition, 2015 or any earlier edition of this textbook
Hanrahan, P, Ramsay, I and Stapledon, G, Commercial Applications of Company Law, 16th edition, 2015 or any earlier edition of this textbook
Corporations Act 2001 (Cth) (legislation)
Partnership Act 1891 (SA) (legislation)
Subject Course Readers “The Law of Business Structures” and “Corporations Law” prepared for COMMLAW7011 Corporate Law (M) and/or COMMLAW2500 Commercial Law II
All other subject handouts (eg Tutorial Questions) distributed by the Lecturer or Tutor during the course.
A hard copy (not electronic) DICTIONARY (English) or English/Chinese.
Any information or course materials on this subject’s MyUni site including subject lecture slides/power points, tutorial questions and tutorial handouts.
Any written summaries, materials or written notes prepared by the student.

The above materials may be typed.
The above materials may have additional written comments.
This means that WRITING IS ALLOWED on the permitted materials.

 

INSTRUCTIONS TO CANDIDATES FOR CLASS TEST:

1. THE TEST IS COMPULSORY – All students must undertake the Test as part of the assessment for the course.

2. ANSWER BOTH PARTS (a) and (b) OF THE QUESTION.

3. QUESTION 1(a) is worth 20 marks.

4. QUESTION 1(b) is worth 10 marks.

5. This is a ‘Take-Home’ and ‘Open Book’ test worth 30% of your overall grade for this subject.

6. Your answer must be no more than 2,500 words in content excluding footnotes. A penalty of a 3-mark reduction in mark will be imposed for every 100 words over the word limit.

7. Your answer must be type written (double spaced and single sided on A4 paper). A font of not less than 12 must be used, and a word count shown at the end of your test answer. An answer that does not have a word-count may not be marked.

8. You must use footnotes to reference your answer NOT endnotes. Footnotes should not, however, include content that is essential to the reasoning on an issue. In other words, do not put any substantive or important text relevant to your answer in the footnotes as marks will generally not be given to the content of footnotes.

9. DO NOT PRINT OUT OR SUBMIT a cover sheet. 

10. DO NOT SUBMIT a paper copy of your test answer.  Students should ensure that a copy of the test answer is kept by the student. 

11. Students please note that for your Class Test answer, you must submit using the "Turnitin" process done through the MyUni site before 5.00 pm of the relevant due date.

Turnitin is a computer programme that detects plagiarised work.  To submit your answer:

(i)  On the MyUni site for the subject, click on the icon on the bottom left-hand-side of the menu called “Take-Home Class Test”. This will give you access to the submission window.

(ii)  The submission window is called "Submit Take-Home Class Test".  Click on the instruction called "View/Complete". 

(iii)  Follow the instructions to complete your student details and to upload your answer.

Please note that your answer can only be uploaded once.  Do not attempt to submit any further or revised answers before the closing date.

12. Late submission of the test will attract a penalty, of a reduction in mark, of 10% (3 marks) for each day or part thereof.

13. A request for a re-mark of a test must be made within 10 business days of the results being made available on MyUni. Requests made outside this time limit will not be considered.

14. Assessment Criteria

(i) The extent to which the answer identifies relevant partnership law and company law issues and sets out sound reasoning in support of the discussion.

(ii) The extent to which the answer demonstrates knowledge and understanding of relevant topics of partnership law and company law, including having references to relevant sections of the Partnership Act 1891 (SA), the Corporations Act 2001 (Cth) and applicable case law.

(iii) Whether the answer is easy to read and understand. Students should use relevant headings and sub-headings to assist ease of reading. 

1.  Occupational Health and Safety Arrangements

The Adelaide Law School is committed to upholding the University's Policy on Occupational Health and Safety (OH&S).  All staff and students have a legal responsibility to act in the interests of themselves and others with respect to OH&S.  To assist us, and to comply with your responsibilities, you are required to become informed about emergency evacuation procedures and the evacuation ares for the classes you attend.