LAW 2505 - Corporate Law

North Terrace Campus - Semester 2 - 2016

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. The course also incorporates a Small Group Discovery Experience, with students working in small groups on research projects to answer the pressing corporate law questions confronting Australians today.

  • 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
    Available for Study Abroad and Exchange Y
    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.
    The course also incorporates a Small Group Discovery Experience, with students working in small groups on research projects to answer the pressing corporate law questions confronting Australians today.
    Course Staff

    Course Coordinator: Dr Beth Nosworthy



    Lecturers in the course
    Associate Professor (Dr) Suzanne Le Mire
    83130102
    suzanne.lemire@adelaide.edu.au

    Dr Beth Nosworthy
    8313 5543
    beth.nosworthy@adelaide.edu.au 

    Professor (Dr) Christopher Symes
    83134452
    christopher.f.symes@adelaide.edu.au
    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.



    On the successful completion of the course, a student will be able to:


    1. Identify the characteristics of a corporation and its advantages and disadvantages when compared to other forms of business structure in Australia

    2. Analyse and apply relevant corporate law contained in the Corporations Act 2001 (Cth) and the case law, as well as the ethical responsibilities of corporate lawyers and corporations, and be able to apply the law and ethical principles to hypothetical and real fact scenarios;

    3. Work both individually and as a group to critically anlyse and communicate the application and effect of the law on persons and corporations, and propose effective law reform options. 






    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
    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
    1-3
    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
    1-3
    Career and leadership readiness
    • technology savvy
    • professional and, where relevant, fully accredited
    • forward thinking and well informed
    • tested and validated by work based experiences
    1-3
    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
    1-3
    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
    1-3
  • Learning Resources
    Required Resources
    Students are required to purchase the following:

    Lipton P, Herzberg A & Welsh M, Understanding Company Law, 18th ed, Thomson Reuters, 2016

    You must also acquire a 2016 copy of the Corporations Act 2001 - an annotated version is available in a bundle with the Lipron, Herzberg and Welsh text.


    Recommended Resources
    Austin, RP & Ramsay IM, Ford's Principles of Corporations Law, 16th ed, LexisNexis, 2015

    Boros E & Duns, J, Corporate Law, 3rd ed, OUP, 2013,

    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’] www.asic.com.au 

    The Australian Securities Exchange [‘ASX’] www.asx.com.au 

    Companies and Markets Advisory Committee [‘CAMAC’] http://www.camac.gov.au/camac/camac.nsf  

    Australian Legal Information Institute: http://www.austlii.edu.au/
    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. 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 complete two quizzes and one assignment online during the course.
    Workload

    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

    Lectures

    Text

    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 Investigatory powers; Ethics of Corporate lawyering

    LHW 21; Koniak article on Canvas

    Week 4

    Share capital, membership and dividends

     LHW 8, 9, 10

    Week 5

    Financial reporting and disclosure; Auditors; Shareholders' meetings

     LHW 14, 15, 16

    Week 6

    Directors’ duties: Content, scope and application; Duties of Loyalty

    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: Duty to avoid insolvent trading; 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

    Liquidation

    Chapter 25

    Week 12

    Revision

    Week 13

    Swot Vac (No Classes)

    Specific Course Requirements
    Hurdle Requirement

    To pass the course, students MUST attend the Small Group Discovery Experience, which will take place in weeks 4 and 8 in the same seminar in which they are enrolled for the remainder of the semester.  Attendance is compulsory, and students who do not attend the required seminars in weeks 4 and 8 will FAIL the course.

    In extraordinary medical or compassionate circumstances ONLY, students may apply (by email to the course coordinator) to submit written work in lieu of attendance. Even in such circumstances, entitlement to share in the SGDE Assignment mark will depend on the student making an alternative contribution to their group's research project.

    This requirement exists because the Small Group Discovery Experience can only work effectively if every member of every group contributes to the research project being undertaken.
    Small Group Discovery Experience
    Corporate Law will give students a small group discovery experience in weeks 4 and 8.

    The SGDE will commence with instruction on legal research and group work skills. Students will then be allocated into groups of between 4 and 6 members to undertake research into a current corporate law problem.

    The SGDE classes contain the same students, and occur at the same times, as the seminar classes for the rest of the course. However, all SGDE classes will:
    • be held in the Law Library computer suite (with access to all Law Library facilities);
    • be supervised by leading academic researchers in corporate law; and
    • have library staff who are legal research experts available to assist.
    Full instructions on the SGDE will be made available to students on Canvas.
  • 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
    2 Online Quizzes 10% Quiz 1: opens Wednesday Week 6;
    Quiz 2: opens Wednesday Week 12
    10 multiple choice or true/false questions each Yes provided a mark of 50% or above is achieved
    Short Answer Online Assignment 20% Released: Monday week 4 at 9 am
    Due: Friday week 4 at 5 pm
    4 short answer questions No
    SGDE Assignment 20% Due: Friday 23 September at 2 pm 2000 words Yes provided a mark of 50% or above is achieved (or a bona fide effort is approved by the course coordinator)
    Final Exam 50%, 60%, 70% or 80% Examination period, semester 2 200 mins + 10 mins reading time open book No


    Assessment Detail
    1. Online Quizzes: 10% (2 x 5%)

    There will be two quizzes, available from Wednesday to Friday in weeks 6 and 12, counting for 5% each. These can be completed online through Canvas. There will be 10 questions per quiz, worth 1/2 mark each.  This mark is redeemable, provided that a mark of 5 or higher is achieved.  As the quizzes are available for three days, no extensions will be granted.

    2. Short Answer Online Assignment: 20%

    This test will be accessed via Canvas and will contain 4 short answer questions (200 words maximum per question) relating to weeks 1-2 of the lectures and 2-3 of the seminars. The test will be available at 9 am, Monday, week 4 and be due at 5 pm, Friday, week 4.  Students will also need to copy and paste their answers into a word document and submit it to Turnitin for a plagiarism check.  Any student who does not submit their answers to Turnitin or submits different material to Turnitin will receive zero for the assignment.

    This is an individual piece of assessment and a component of your exam.  It is NOT redeemable and no extensions will be granted.

    3. SGDE Assignment: 20%

    Students will work in groups of 4 to 6 to complete a small group portfolio assignment as part of their Small Group Discovery Experience, which will be due on Friday 23 September at 2 pm.

    Students select a current or recent topic of interest and analyse the issues raised, the relevant law and propose any desired law reform  with a 2000 word paper

    The paper will set out:

    ·     the relevant facts including, where applicable, their commercial context;

    ·     the legal and ethical issues arising from the facts; 

    ·     how those issues relate to corporate law and ethics;

    ·     the extent to which and what law reform is desirable.

    Further information about the Small Group Discovery Experience will be made available on Canvas. Your mark for this compulsory project is redeemable by the final exam provided a mark of 50% or above or a bona fide effort is achieved.

    Failure to contribute to your group
    If a student fails to contribute appropriately to their group, they will suffer a marks penalty that adjusts their mark for this item of assessment to a level commensurate with their contribution, and this lower mark will become non-redeeemable and thus count in full towards their final grade. Information about how to work in groups, and the processes to be followed in the event of a failure to contribute appropriately, will be made available on Canvas.

    4. Final Exam: 50%, 60%, 70% or 80%
    The exam is 200 mins in length with 10 minutes reading time. It will be held in the University examination period. It will comprise three problem questions of equal value. The exam will cover weeks 3-12 of the course. The exam is open book: that is, students may bring into the exam any books, notes, and materials, other than books from the library. 

    (N.B. It is each student's responsibility to read the examination timetable. Misreading the timetable is not accepted as grounds for granting a supplementary exam. University staff are not permitted to provide examination times to students over the telephone or in response to personal enquiries.)
    Submission

    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

    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 online at Unified). 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.

    Late Submission: 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%. An essay that is more than 24 hours late will lose 10%, etc.

    Word Length: Assignments which exceed the allocated length (word length or page limit) will be subject to a penalty of 5% of total marks possible per 100 words or part thereof (ie with a word limit of 2,000, an essay graded 63% will have 5% deducted if it is 2001 words long, for a final grade of 58%, 10% if it is 2101 words long, etc). Words are calculated including all footnotes and headings within the text, but excluding cover page information, if a cover page is requested by the assignment. Quotations and all referencing information are included in the word count.

    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 (http://www.adelaide.edu.au/policies/101/) 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 http://www.adelaide.edu.au/writingcentre/  

    Lex Salus Program

    Lex Salus was founded in 2013 by Adelaide Law School Wellbeing officers Ms Corinne Walding, Ms Kellie Toole and Dr Mark Giancaspro. Lex Salus is an initiative of the Adelaide Law School aimed at raising law student awareness of the importance of mental, physical and nutritional health across all year levels of the degree, and of the various counselling, disability and equity services both within and outside the University that can provide help. Research shows that law students, both in Australia and in many jurisdictions around the world, experience the highest levels of stress, anxiety and depression out of any other discipline. Many do not get enough sleep, maintain a healthy diet or achieve a realistic work/life balance. Making matters worse, they are unwilling or afraid to speak up for fear of feeling 'weak' or because of the negative stigma that attaches to seeking help. Lex Salus is dedicated to tackling these problems head-on.

    Counselling Service

    The University Counselling Service provides a free and confidential service to all enrolled students. We encourage you to contact the Counselling service on 8313 5663 to make an appointment to deal with any issues that may be affecting your study and life. More information is available at https://www.adelaide.edu.au/counselling_centre/

  • 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:

    https://unified.adelaide.edu.au/group/law-school/policies-and-procedures

    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, 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.