LAW 2505 - Corporate Law

North Terrace Campus - Semester 2 - 2014

This course deals with the following topics: i) types of commercial/trading associations; ii) incorporation under the Corporations Act including the incorporation process and the types of corporations that may be incorporated; iii) the consequences of incorporation including the concept of corporate personality; iv) the regulation of the internal affairs of a corporation including the role of the corporate constitution and the way in which a corporation is managed and administered; v) dealing with a corporation including the contractual liability of a corporation; iv) share capital and company membership; vii) debt capital including credit and security arrangements; viii) the duties and liabilities of directors and other officers of a corporation; ix) the legal remedies and powers of members of a corporation; x) the regulation of corporations in financial difficulty including the administration and the winding up processes.

  • General Course Information
    Course Details
    Course Code LAW 2505
    Course Corporate Law
    Coordinating Unit Adelaide Law School
    Term Semester 2
    Level Undergraduate Law (LLB)
    Location/s North Terrace Campus
    Units 6
    Contact Up to 6 hours per week
    Prerequisites LAW 1501
    Incompatible LAW 2004
    Assumed Knowledge LAW 2502
    Restrictions Available to LLB students only
    Course Description This course deals with the following topics: i) types of commercial/trading associations; ii) incorporation under the Corporations Act including the incorporation process and the types of corporations that may be incorporated; iii) the consequences of incorporation including the concept of corporate personality; iv) the regulation of the internal affairs of a corporation including the role of the corporate constitution and the way in which a corporation is managed and administered; v) dealing with a corporation including the contractual liability of a corporation; iv) share capital and company membership; vii) debt capital including credit and security arrangements; viii) the duties and liabilities of directors and other officers of a corporation; ix) the legal remedies and powers of members of a corporation; x) the regulation of corporations in financial difficulty including the administration and the winding up processes.
    Course Staff

    Course Coordinator: Professor Christopher Symes

    Associate Professor (Dr) Christopher Symes
    Room 2.23 Ligertwood

    Lecturers in the course
    Dr Suzanne LeMire
    Room 3.08 Ligertwood

    Dr Beth Nosworthy
    Room 3.07 Ligertwood
    Course Timetable

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

  • Learning Outcomes
    Course Learning Outcomes

    Legal Practitioners' Education and Admissions Council (LPEAC) sets rules for the academic requirements for admission to legal practice in South Australia. Students must demonstrate a satisfactory level of understanding and application of 11 core areas of legal knowledge. This course covers the material in the Priestly 11 subject as follows:

    Company Law

    i. Corporate personality.

    ii. The incorporation process.

    iii. The corporate constitution.

    iv. Company contracts.

    v. Administration of companies and management of the business of companies.

    vi. Duties and liabilities of directors and officers.

    vii. Share capital and membership.

    viii. Members’ remedies.

    ix. Company credit and security arrangements.

    x. Winding up of companies.

    Corporations Law will also cover the following specific learning objectives -


    To examine and develop an understanding of:

    1. The characteristics of a business corporation when compared to other forms of business structure in Australia

    2. How corporations are incorporated and administered

    3. The regulation of corporations by the ASIC and ASX

    4. The different categories of corporations

    5. Corporate personality and the extent of the personal liability of members of corporations

    6. The legal limits of corporate social responsibility

    7. The relationship between the corporation, its officers and its members

    8. The legal principles governing the external affairs of the corporation – in particular, the contractual liability of a corporation

    9. The division of powers within a corporation

    10. The ways corporations finance their activities – including the relationship between debt and equity finance, shares, debentures (including security interests)

    11. The rights and remedies for members and creditors regarding the conduct of the corporation’s affairs

    12. The general law and statutory duties owed by directors and other officers

    13. The external administration of corporations in financial difficulty

    Intellectual and Social Capabilities

    To develop:

    14. The cognitive skills to analyse evaluate and synthesise information about corporations, corporate officers, shareholders and creditors so as to identify and resolve legal and business related issues

    15. An awareness and appreciation of the political, socio-economic and technical context of Corporate Law and the development of Corporate Law in response to political, socio-economic and technical change

    16. Critical thinking about Corporate Law

    17. The ability to resolve basic problems in Corporate Law using the knowledge and skills developed in this course

    18. The ability to construct logical and compelling Corporate Law discourse

    19. The ability to write clearly and concisely about Corporate Law and its application to basic Corporate Law problems

    20. The ability to intelligently discuss and debate Corporate Law and its application to basic Corporate Law problems

    21. The ability to learn about Corporate Law both independently and cooperatively in a professional environment

    22. The ability to identify and effectively use Corporate Law resources

    23. The ability to contribute to the ethical development and application of Corporate Law

    Attitudes and Values

    To develop:

    24. The capacity to be informed, responsible and critically discriminating in relation to corporations, corporate officers, shareholders and creditors and their relationship with the community

    25. A commitment to engendering lawful, ethical and socially reasonable corporate behaviour
    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)
    Knowledge and understanding of the content and techniques of a chosen discipline at advanced levels that are internationally recognised. 1,2,3,4,5,6,7,8,9,10,11,12,13 14
    The ability to locate, analyse, evaluate and synthesise information from a wide variety of sources in a planned and timely manner. 15,16,17,18,19,20,22
    An ability to apply effective, creative and innovative solutions, both independently and cooperatively, to current and future problems. 17,18,19,20,21,22
    Skills of a high order in interpersonal understanding, teamwork and communication. 18,20,21
    A proficiency in the appropriate use of contemporary technologies. 16,22
    An awareness of ethical, social and cultural issues within a global context and their importance in the exercise of professional skills and responsibilities. 16,20,23,24,25
  • Learning Resources
    Required Resources
    Students are required to purchase the following:

    Lipton P, Herzberg A & Welsh M, Understanding Company Law, 17th ed, Thomson Reuters, 2014

    You must also acquire a 2014 copy of the Corporations Act 2001

    (Note that we have arranged for Thomson to make a special shrink-wrapped package of both of the above materials (ie Lipton et al plus the annotated Corporations Legislation 2014) available for University of Adelaide law students via Unibooks on campus. The ISBN number for the pack will be provided prior to the commencement of the course).
    Recommended Resources
    Austin, RP & Ramsay IM, Ford's Principles of Corporations Law, 15th ed, LexisNexis, 2013

    Boros E & Duns, J, Corporate Law, 2nd ed, OUP, 2009,

    Redmond P, Corporations and Financial Markets Law, 6th ed, Thomson, 2013

    Baxt R, Fletcher K & Fridman S, Corporations and Associations: Cases and Materials, 10th ed, LexisNexis, 2008

    Harris J, Hargovan A & Adams M, Australian Corporate Law, 3rd ed., LexisNexis, 2011

    Austin RP, Ford H & Ramsay I, Company Directors: Principles of Law and Corporate Governance, LexisNexis/Butterworths, 2005

    Australian Corporations Law: Principles and Practice, 3 vols (online), LexisNexis

    Ciro T & Symes C, Corporations Law: In Principle, 9th ed, Thomson, 2013

    Harris J, Company Law: Theories, Principles and Applications, LexisNexis, 2012

    Quilter M, Company Law Perspectives, Thomson Reuters,2012

    Symes C & Duns J, Australian Insolvency Law, 2nd ed, LexisNexis, 2012

    Useful On-line sites include:

    The Australian Securities and Investments Commission [‘ASIC’] 

    The Australian Securities Exchange [‘ASX’] 

    Companies and Markets Advisory Committee [‘CAMAC’]  

    Australian Legal Information Institute:
    Online Learning
    This course will use MyUni for announcements, display of PowerPoint slides, lecture outlines and any additional case and other material required to be read for seminars. This course will also require you to use MyUni for some assessment, including Online Quizzes, also Case Summaries and a Glossary Wiki, the latter two which require you to use the MyUni Groups function (in your seminar groups). Audio recordings of lectures where available will be posted. Assignments and announcements relating to assignments will also be posted. Students are expected to check MyUni regularly and often to keep up to date with these materials and additional learning resources that will be made available throughout the course.
  • Learning & Teaching Activities
    Learning & Teaching Modes
    Lectures (one [two –hour] per week) will generally take the form of an outline of the topic and its key issues. Students are expected to keep up with the corresponding reading in Lipton et al, or as otherwise indicated by the lecturer. Some lecturers may provide outlines, slides or additional material.

    Seminars will concentrate on in-depth consideration of questions, including problem-solving, provided in advance of the seminar. Students are expected to read the cases and other materials and questions set prior to the seminar.Seminars are an important component of your learning in this course and therefore it is in your interests to make every effort to attend them and participate. The communication skills developed in seminars by regularly and actively participating in discussions are considered to be important by the School, and are highly regarded by employers and professional bodies.

    Online activities - Each student will be required to undertake and submit on MyUni one case summary (for the course) relevant to upcoming seminar and this will benefit their group's understanding of that case; each student will be required to contribute one glossary definition (for the course) via a MyUni wiki for their group; each student will be required to complete four quizzes online during the course. All of these structured learning online activities carry a small percentage of assessment grade.

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

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

    Contact time: attend 2 hours lectures plus 2 hour seminar each week. This amounts to 48 hours of formal class time across the semester.

    It is important to emphasise that lectures and seminars are the class contact hours only, and that this is a six-unit course. It is therefore necessary for students to allocate study time outside of class, including for the online learning activities. The University expects full time students (those undertaking 12 units per semester) to devote a total of 48 hours per week to their studies.
    Learning Activities Summary




    Week 1

    Introduction to course and assessment; Types of Business Structures, including Partnership; Introduction to Companies under the Corporations Act; Types of companies

    Materials on MyUni, Chapters 1, 2 and 3 

    Week 2

    Regulatory framework; Registration and its effects; Constitution and replaceable rules; The company's relations with outsiders

    Chapters 4 and 5

    Week 3

    ASIC visit; ASIC Investigation powers
    Ethics of Corporate Lawyering

    Materials on MyUni, Chapter 21

    Week 4

    Fundraising for companies; Share Capital; Financial reporting and disclosure

    The Lectures are  on "Financial reporting and disclosure; Meetings" and the reading is Chapter 14, 15 and 16


    Week 5

    Membership; Dividends; Debentures and personal property securities

    The Lectures are on "Financial reporting and disclosure: Meetings" and the reading is Chapters 14, 15 and 16.

    Week 6

     Corporate governance and Directors’ duties: Content, scope and application; Duty to act in good faith and proper purposes; Duty to avoid conflict of interests

    Chapter 13.1, 13.2 and 13.3

    Week 7


    Directors' duties: Duty of skill, care and diligence

    Chapter 13.4

    Week 8

    Directors' duties: Directors of insolvent companies; remedies and penalties for breach

    Chapter 13.5 and 13.6 


    Mid-semester break


    Week 9

    Members' remedies

    Chapter 17

    Week 10

    Corporate insolvency; Receivership; Voluntary Administration

    Chapters 22, 23 and 24

    Week 11


    Chapter 25

    Week 12


    Week 13(Swot)

    No lectures and no seminars

  • 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 Item % of final mark Date Length Redeemable Learning Outcomes
    4 Online Quizzes 10% Quiz 1: Friday 15 August; Quiz 2: Friday 5 September; Quiz 3: Friday 26 September; Quiz 4 Friday 31 October No 1-26
    1 Glossary Wiki 2% Due: Friday 26 September No 1-14,22-24,26
    1 Case Summary 3% Due: Friday prior to relevant seminar week- see details below No 1-14,22-24,26
    Written Assignment 25% Due: Monday 25 August 2pm 2000 words No 1-9,14-16,19-21,23-26
    Final Exam 60% Examination period, semester 2 180 mins open book No 3-26
    The Assignment will be based on material covered in Weeks 1-3 of lectures and Weeks 2-4 of seminars. The Examination will directly examine material covered in Weeks 4-11 of lectures and Weeks 5-12 of seminars.

    Further details about the Assignment format and guidelines will be issued in the Course Package avaiable in Week 1.

    Further details about the Online Exercises will be issued in Seminar One and on MyUni. All exercises are individual assessment. There is no group work, but the exercises [wiki and case summary] will be submitted to your enrolled group to assist them with their study and preparation for seminars (except for the quizzes).
    Assessment Detail
    Details will be available on MyUni on August 1.

    Online Activities

    Online Quizzes
    There will be four quizzes, in weeks 3, 6, during the mid semester break and 12, counting for 2.5% each. These can be completed online through MyUni, and will relate to the work in Weeks 1-3, 4-5, 6-8 and 9-11. There will be 10 questions per quiz. Students may attempt multiple times, but in any event must reach a pass mark of 80% (8 out of 10) in order to be graded, and then they will receive 2.5% towards their final grade, for each quiz. (Students may continue to attempt the quiz once they have achieved the 80% pass mark, but this will not improve their assessment score). Students who do not achieve at least 80% on their final attempt, will receive 0% as their mark for the quiz.

    Online Wiki Entry
    Each student will be assigned a term or phrase which they must complete/define, and enter the answer into an online Wiki for their group on MyUni. Student numbers within Groups (e.g student 1 through to 25, for each seminar group) will be issued in week 2 on MyUni. This will enable students to go online and find what glossary term they need to complete. This has to be done before Friday 26 September, though the sooner it is done, the sooner the Glossary will assist your fellow students. Other students and the lecturers may comment on your entry, though they cannot alter it, but you are assessed on your genuine attempt to supply the definition/answer (irrespective of subsequent comments). A completely misleading or inaccurate answer will not be regarded as a genuine attempt. This counts for 2% of your final grade. The only possible marks are 0 or 2%.

    Online Case Summary
    Each student will be assigned a case (from the course seminar readings) to summarise for their group, and this will be entered using MyUni Groups. Student numbers will be assigned in electronically in week 2. This will enable you to find 'your' case on MyUni for your group.

    This activity should be completed on the Friday prior to the relevant seminar at which the particular case will feature for discussion.

    A genuine attempt to summarise the case will be required, for a 3% contribution to your final grade. If the seminar leader and/or course coordinator do not deem it a genuine attempt (for example because it is blatantly wrong or seriously inaccurate), it will receive 0%. The only marks are 0 or 3%.

    Total assessment for all online activities (4 quizzes, wiki entry, case summary) = 15%

    Assignments must be handed in electronically by Turnitin. Students must ensure their student number appears on all written work submitted for assessment.

    Electronic copies of the assignment as handed in must be retained by students.

    Assignments will be returned electronically.

    It is also advisable to keep written work after it has been assessed and returned.


    Extensions are granted at the discretion of Course Coordinator. Extensions beyond the due date are usually only granted in the case of significant unforeseen incapacity.

    Students who wish to apply, should apply for an extension by completing the online Application for Extension form (found at The application must give details of the extent and length of the student’s incapacity, and the length of extension that is requested. The Course Coordinator will email students with the outcome of their request as soon as possible after it is received. If an extension is granted, it is only provisional until formal evidence of the incapacity is received. Students must attach this evidence as well as the email granting the extension to the assignment when it is submitted. The evidence submitted must be consistent with details provided in the email requesting the extension. If the details of the request for an extension, and the medical or other evidence verifying the reason for the extension are not consistent in all respects, the extension may be nullified, and the Course Coordinator may in their discretion decide not to accept the assignment, or impose a penalty for late submission.

    You can apply for an extension at any time before the due date for an assignment. However, you are strongly advised to make your application as soon as the need becomes apparent. Delay in making an application obviously involves the risk that there will be insufficient time to complete the assignment (with consequential loss of marks) if the application for extension is refused.

    If an application is made within two days of the due date, or after the due date has expired, it will not be granted unless the Course Co-ordinator is satisfied:

    • that the circumstances warrant an extension; and
    • there was no unreasonable delay in making the application.

    If your request for an extension is rejected, you can appeal in writing to the Student Appeals Committee, via the Secretary to the Student Appeals Committee, within seven days of notification of rejection by the Course Co-ordinator.

    Penalties for Late Submission

    Where an assignment is submitted after the due date, and without an extension, 5% of the total mark possible will be deducted for every 24 hours or part thereof that it is late, including each day on a weekend. For example, an essay that is submitted after the due date and time but within the first 24 hour period, and that has been graded at 63%, will have 5% deducted, for a final grade of 58%. This penalty may be increased where the assignment is to be completed in a period of less than a week.

    Penalties for Exceeding Stipulated Word Length

    5% of the total mark possible (for example, an essay graded 63% would be reduced to 58% if it was 10% over the word limit) for a written assignment will be deducted for every 10% (or part thereof) by which it exceeds a stipulated word limit. Word limits include all words in the text, in headings, and in footnotes, though not in any separate bibliography or list of sources. If the word limit is seriously misstated, this may be regarded as academic dishonesty

    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.

    Courses for which a result of conceded pass has been obtained may not be presented towards the degree requirements for the Bachelor of Laws or the Honours Degree of Bachelor of Laws programs, or any postgraduate law program, nor to satisfy prerequisite requirements within any law course.

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

  • 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.

    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.

    For more information please check out the Writing Centre website at

  • Policies & Guidelines

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

    Further information regarding the Law School Policies and Procedures in relation to Supplementary Assessment, Extensions, and Remarks etc can be found at:

    Plagiarism and other forms of cheating

    Plagiarism is a serious act of academic misconduct. All students must be familiar with the Adelaide Law School Enrolment Guide 2013, and should note in particular the sections relating to plagiarism, grievance procedures and academic conduct within the Law School and the University.

    Plagiarism is a serious matter and is treated as such by the Law School and the University. Please be aware that “academic dishonesty” (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia to refuse to admit a person to practice as a legal practitioner in South Australia.

    Academic honesty 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.