COMMLAW 2500 - Commercial Law II

North Terrace Campus - Semester 2 - 2021

This course is designed to provide students with a basic understanding of key aspects of the law relating to business structures including sole traders, partnerships, syndicates, joint ventures, trusts and corporations. The majority of this course is devoted to an examination of corporate law including the concept of corporate personality, the corporate constitution and Replaceable Rules, company contracts, management of companies, directors and other officers, directors and senior management duties, company financial reporting, members' rights and remedies, financial reporting, auditor's duties and external administration. The course aims to assist students to identify key issues in differing commercial scenarios. This will encompass both theory and practical implementation of the main concepts covered. The course also incorporates selected topics where students are required to provide a critical analysis of the law.

  • General Course Information
    Course Details
    Course Code COMMLAW 2500
    Course Commercial Law II
    Coordinating Unit Adelaide Law School
    Term Semester 2
    Level Undergraduate
    Location/s North Terrace Campus
    Units 3
    Contact Up to 3 hours per week
    Available for Study Abroad and Exchange Y
    Incompatible LAW 2505, LAW 2598
    Assumed Knowledge COMMLAW 1004
    Restrictions Not for LLB students
    Assessment Exam of 60%/assignments/tests/tutorial work and participation as prescribed at first lecture
    Course Staff

    Course Coordinator: Mr Domenic Carbone

    Course Website:

    Course Coordinator (Semester 1)
    David Brown
    Location: Ligertwood Building
    Telephone: 8313 4442 

    Course Coordinator (Semester 2)
    Domenic Carbone
    Location: Ligertwood Building
    Course Timetable

    The full timetable of all activities for this course can be accessed from Course Planner.

  • Learning Outcomes
    Course Learning Outcomes
    On successful completion of this course, students will be able to:

    1.  Identify fundamental legal issues in commercial scenarios and the applicable legislation and partnership law and corporate law principles.
    2.  Discuss fundamental legal issues in commercial scenarios and the applicable partnership and corporate legislation
    3.  Apply critical thinking and problem solving skills in relation to given partnership law and corporate law scenarios.
    4.  Communicate information and ideas effectively using academically and professionally relevant language.
    5.  Apply commercial law concepts to authentic and relevant scenarios and problems.
    6.  Identify local legislation online. 


    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.
    University Graduate Attributes

    This course will provide students with an opportunity to develop the Graduate Attribute(s) specified below:

    University Graduate Attribute Course Learning Outcome(s)
    Deep discipline knowledge
    • informed and infused by cutting edge research, scaffolded throughout their program of studies
    • acquired from personal interaction with research active educators, from year 1
    • accredited or validated against national or international standards (for relevant programs)
    1, 3, 4
    Critical thinking and problem solving
    • steeped in research methods and rigor
    • based on empirical evidence and the scientific approach to knowledge development
    • demonstrated through appropriate and relevant assessment
    3, 4,5
    Teamwork and communication skills
    • developed from, with, and via the SGDE
    • honed through assessment and practice throughout the program of studies
    • encouraged and valued in all aspects of learning
    Career and leadership readiness
    • technology savvy
    • professional and, where relevant, fully accredited
    • forward thinking and well informed
    • tested and validated by work based experiences
    1 - 6
    Intercultural and ethical competency
    • adept at operating in other cultures
    • comfortable with different nationalities and social contexts
    • able to determine and contribute to desirable social outcomes
    • demonstrated by study abroad or with an understanding of indigenous knowledges
    1,2, 4
    Self-awareness and emotional intelligence
    • a capacity for self-reflection and a willingness to engage in self-appraisal
    • open to objective and constructive feedback from supervisors and peers
    • able to negotiate difficult social situations, defuse conflict and engage positively in purposeful debate
  • Learning Resources
    Required Resources
    1.  Textbook
    Company Law: An Interactive Approach Chapple et al (2nd ed)
    Publisher: Wiley
    Edition: 2020 
    ISBN: 9780730369332

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

    2.  Statute/Legislation
    Corporations Act 2001 (edition 2021)
    Publisher: CCH Wolters Kluwer, LexisNexis or Thomson Reuters.

    It is essential that students have access to 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
    Recommended Resources
    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, 20th Edition, 2019.
    Publisher: Thomson Reuters
    ISBN: 9780455240213
    Online Learning

    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

    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:  

    State and Commonwealth Cases, Legislation and legal journal articles:
  • Learning & Teaching Activities
    Learning & Teaching Modes

    Teaching will be by way of:

    (i)  One two-hour online recorded lecture per week and

    (ii) One one-hour tutorial each week (tutorials commencing in week 2 of semester) , available to enrol in face to face or online mode 


    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.

    The information below is provided as a guide to assist students in engaging appropriately with the course requirements.

    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  listen to all lectures throughout the semester plus attend their allocated one hour tutorial class each week.
    Learning Activities Summary
    Lecture Topic
    1 Course Introduction, Administration and Assessment
    Business Structures
    2 Trusts
    Introduction to Companies
    3 Introduction to the Corporations Act
    4 Company Constitution
    Pre-registration contracts
    Relationship with outsiders and corporate liability
    5 Company membership
    Members' powers
    Corporate governance
    Meetings and company management
    6 Directors' & Officers' Duties Part 1
    7 Directors' & Officers' Duties Part 2
    8 Members' Rights & Remedies
    9 Financing a company via equity or debt
    10 Company accounts
    11 Insolvency
    Schemes of arrangement
    Voluntary Administration
    12 Exam Revision
  • Assessment

    The University's policy on Assessment for Coursework Programs is based on the following four principles:

    1. Assessment must encourage and reinforce learning.
    2. Assessment must enable robust and fair judgements about student performance.
    3. Assessment practices must be fair and equitable to students and give them the opportunity to demonstrate what they have learned.
    4. Assessment must maintain academic standards.

    Assessment Summary

    Assessment Task Task Type Release Date Due Weighting Length Redeemable Learning Outcome
    Academic Integrity Quiz Individual 2 pm Friday Week 1 2 pm Thursday Week 2 5% n/a No 1,3,5,6
    Take-Home Class
    Written Assignment Test
    Individual or group 2 pm Friday Week 3 2pm Friday Week 6 30%

    Max. 2,000
    No 1,4,5,6
    Corporate Law Quiz Individual 2 pm on Friday of Weeks 2,4,6,8,10 2.00pm on Monday of the following corresponding Weeks (ie 3,5,7,9,11) 10% (2% x 5 quizzes) 10 questions each quiz No 1,3,5,6
    Exam Individual Examination Period Examination Period 55%

    180 minutes  No 1,2,4,5

    Assessment Related Requirements
    Assessment Detail

    The assessment components are as follows:

    1.1 Academic Integrity Quiz (5%)

    Date and time Posted to MyUni site: Friday at 2 pm Week 1.

    Date and Time Due: Thursday at 2 pm Week 2.

    This will be an online quiz with multiple choice and true/false questions.

    1.2   Written Assignment (30%)

    Date and Time Posted to MyUni site: Friday at 2 pm Week 3.

    Date and Time Due: Friday at 2 pm Week 6.

    Maximum Word Length: 2,000 words

    Students have the choice to submit the Assignment answer individually or in a group of up to three members.

    1.3 Corporate Law Quiz (10%)

    There will be 5 quizzes, worth 2% each (totalling 10%), that will open at the end of weeks 2, 4,6,8, 10. These will consiste of multiple choice questions covering the material in the previous two weeks prior the relevant quiz

    Date and time posted to MyUni site: Friday 2 pm in Weeks 2,4,6,8,10

    Date and Time Due: 2.00pm Monday in Weeks 3,5,7,9,11 (corresponding to the relevant week, eg Week 2 quiz due Monday of Week 3)

    1.4  Final Exam  55%

    The exam is an open book exam during the Examination Period.  The total duration is 180 minutes.

    The Academic Integrity Policy applies to all assessment tasks for the course.

    Students must retain a separate copy of all assignments submitted.

    The mid-term assignment must be submitted electronically through Turnitin. Details of the process will be provided on MyUni prior to the release of the assignment. Turnitin submissions must be in Microsoft Word, NOT in PDF format.

    All written work in the Law School must comply with the Law School Style Guide (Australian Guide to Legal Citation (4th ed)). This will be linked on MyUni.

    Extensions: Requests for extensions must be made electronically online via the application form on the law school student intranet portal,  at . Extensions will only be considered if grounds under the Modified Arrangements for Coursework Assessment Policy apply. 

    Late Submission Penalties: When an assessment is submitted after due date, without an approved extension, 5% of the total mark available for that assessment will be deducted for every 24 hours or part thereof that it is late, including days falling on a weekend or public holiday. For example, an essay submitted within the first 24 hours past the due date, graded at 63%, would have 5% deducted, making 58%. If it is more than 24 hours late, 10% would be deducted.

    Word length penalties: 5% of the total mark possible for a written assessment will be deducted for every 100 words (or part thereof) by which it exceeds the word limit. For example, for a 2000 word essay graded at 63%, 5% would be deducted if the essay is between 2001 and 2100 words, giving a mark of 58%. If it is betweeen 2101 and 2200 words long, 10% would be deducted from the mark otherwise awareded.

    Word limits include all text , including headings, quotations, but exclude citations in footnotes. Any words in footnotes other than just the citation of sources, will be included in the word count. Any cover page, table of contents, or bibliography included, will not count towards the word limit.
    If you misstate the word count, this could be treated as a breach of Academic Integrity Policy.

    Course Grading

    Grades for your performance in this course will be awarded in accordance with the following scheme:

    M10 (Coursework Mark Scheme)
    Grade Mark Description
    FNS   Fail No Submission
    F 1-49 Fail
    P 50-64 Pass
    C 65-74 Credit
    D 75-84 Distinction
    HD 85-100 High Distinction
    CN   Continuing
    NFE   No Formal Examination
    RP   Result Pending

    Further details of the grades/results can be obtained from Examinations.

    Grade Descriptors are available which provide a general guide to the standard of work that is expected at each grade level. More information at Assessment for Coursework Programs.

    Final results for this course will be made available through Access Adelaide.

    Finality of Assessment Grades

    Students are advised that Course Coordinators will not enter into negotiations of any kind with any student regarding changes to their grades. It is irrelevant, in any given circumstance, that only a minimal number of additional marks are required to inflate a student’s grade for any individual assessment item or course as a whole. Pursuant to the University’s Assessment for Coursework Programs Policyand the Adelaide Law School Assessment Policies and Procedures, grades may only be varied through the appropriate channels for academic review (such as an official re-mark).

    In accordance with the University’s Assessment for Coursework Programs Policy, course coordinators ‘ensure that appropriate marking guidelines and cross-marking moderation processes across markers are in place’ in each course. Procedures adopted by Adelaide Law School to ensure consistency of marking in courses with multiple markers include:
    • assurance of the qualifications of markers, and their knowledge of the content covered in each course;
    • detailed marking guidelines and assessment rubrics to assist in the marking of items of assessment;
    • sharing of example marked assessments at various grade bands across markers;
    • reviewing of selected marked assessments from each marker by the course coordinator;
    • comparison of the marks and their distribution across markers;
    • automatic double-marking of all interim assessment receiving a fail grade, and of final assessments where a student’s overall result is a fail grade;
    • the availability of re-marking of assessments in accordance with Adelaide Law School’s Assessment Policies and Procedures.

    Approval of Results by Board of Examiners
    Students are reminded that all assessment results are subject to approval (and possible moderation/change) by the Law School’s Board of Examiners. Assessment results at the University are not scaled. Under the Assessment for Coursework Programs Policy, students are assessed ‘by reference to their performance against pre-determined criteria and standards … and not by ranking against the performance of the student cohort in the course’. However, under that same policy, the Board of Examiners (as the relevant Assessment Review Committee for courses at Adelaide Law School) is required to ‘ensure comparability of standards and consistency’ in assessment. On occasions, the Board of Examiners will form the view that some moderation is required to ensure the comparability of standards and consistency across courses and years, and accordingly provide fairness to all law students. All assessment results are therefore subject to approval (and possible change) until confirmed by the Board of Examiners and posted on Access Adelaide at the end of each semester.
  • Student Feedback

    The University places a high priority on approaches to learning and teaching that enhance the student experience. Feedback is sought from students in a variety of ways including on-going engagement with staff, the use of online discussion boards and the use of Student Experience of Learning and Teaching (SELT) surveys as well as GOS surveys and Program reviews.

    SELTs are an important source of information to inform individual teaching practice, decisions about teaching duties, and course and program curriculum design. They enable the University to assess how effectively its learning environments and teaching practices facilitate student engagement and learning outcomes. Under the current SELT Policy ( course SELTs are mandated and must be conducted at the conclusion of each term/semester/trimester for every course offering. Feedback on issues raised through course SELT surveys is made available to enrolled students through various resources (e.g. MyUni). In addition aggregated course SELT data is available.

  • Student Support
    The University Writing Centre provides academic learning and language development services and resources for local, international, undergraduate and postgraduate coursework students enrolled at the University of Adelaide.

    The centre offers practical advice and strategies for students to master reading, writing, note-taking, time management, oral presentation skills, referencing techniques and exam preparation for success at university through seminars, workshops and individual consultations.

    Lex Salus Program
    Lex Salus (law and wellbeing) is an initiative of the Adelaide Law School aimed at destigmatising mental health issues; promoting physical, mental and emotional wellness; building a strong community of staff and students; and celebrating diversity within the school. It also seeks to promote wellness within the legal profession, through the involvement of the Chief Justice of the Supreme Court of South Australia, the Honourable Chris Kourakis, as the official Patron of the program.

    Students can participate in the Lex Salus program by attending barbecue lunches, pancake breakfasts, knitting and crochet circles, seminars, guest speakers, conferences and other activities. Our Facebook page, website and regular all-student emails promote upcoming events, and have tips and information on wellness.

    Our Lex Salus YouTube channel also includes videos on topics like managing stress, and interviews with LGBTQ lawyers and their supporters which celebrate diversity and individuality. Students who commit to 10 hours of volunteering with Lex Salus in one year can have their service recognised on their academic transcript and through a thank you morning tea with the Chief Justice and law school staff.

    Student Life Counselling Support
    The University’s Student Life Counselling Support service provides free and confidential service to all enrolled students. We encourage you to contact the Student Life Counselling Support service on 8313 5663 to make an appointment to deal with any issues that may be affecting your study and life.
  • Policies & Guidelines

    This section contains links to relevant assessment-related policies and guidelines - all university policies.

    Academic Integrity
    All students must be familiar with the University’s Academic Integrity Policy. Academic Misconduct is a serious matter and is treated as such by the Law School and the University. Academic Misconduct (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia to admit a person to practice as a legal practitioner in South Australia. Academic Integrity is an essential aspect of ethical and honest behaviour, which is central to the practice of the law and an understanding of what it is to be a lawyer.
  • Fraud Awareness

    Students are reminded that in order to maintain the academic integrity of all programs and courses, the university has a zero-tolerance approach to students offering money or significant value goods or services to any staff member who is involved in their teaching or assessment. Students offering lecturers or tutors or professional staff anything more than a small token of appreciation is totally unacceptable, in any circumstances. Staff members are obliged to report all such incidents to their supervisor/manager, who will refer them for action under the university's student’s disciplinary procedures.

The University of Adelaide is committed to regular reviews of the courses and programs it offers to students. The University of Adelaide therefore reserves the right to discontinue or vary programs and courses without notice. Please read the important information contained in the disclaimer.