LAW 2505 - Corporate Law
North Terrace Campus - Semester 2 - 2017
General Course Information
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 Coordinator: Professor Suzanne Le Mire
The full timetable of all activities for this course can be accessed from Course Planner.
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:
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, students will be able to:
1. Analyse the foundational principles of Australian corporate law, undertake legal research with primary and secondary materials, and evaluate legal information.
2. Apply Corporate law to complex issues, and critique the operation of Corporate law from a policy perspective, either individually or as part of a team.
3. Structure and sustain concise and cohesive written arguments for a legal audience.
4. Conduct and analyse legal research, and write, collaboratively.
5. Analyse the impact of Corporate law from policy perspectives, and in the context of social and cultural diversity.
6. Reflect on their abilities to effectively undertake work as a member of a team.
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 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
2 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
4 Career and leadership readiness
- technology savvy
- professional and, where relevant, fully accredited
- forward thinking and well informed
- tested and validated by work based experiences
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
5 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
Required ResourcesStudents 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 2017 copy of the Corporations Act 2001 - an annotated version is available in a bundle with the Lipton, Herzberg and Welsh text.
Recommended ResourcesAustin, 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 LearningThis 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 ModesLectures (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 online submission of assignments will be used during the course.
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
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
Regulatory framework; Registration and its effects; Constitution and replaceable rules; The company's relations with outsiders
Chapters 4 and 5
ASIC Investigatory powers; Ethics of Corporate lawyering
LHW 21; Koniak article on Canvas
Share capital, membership and dividends
LHW 8, 9, 10
Financial reporting and disclosure, especially continuous disclosure; Auditors; Shareholders' meetings
LHW 14, 15, 16
Directors’ duties: Content, scope and application; Duties of Loyalty
Chapter 13.1, 13.2 and 13.3
Directors' duties: Duty of skill, care and diligence
Directors' duties: Duty to avoid insolvent trading; remedies and penalties for breach
Chapter 13.5 and 13.6
Corporate insolvency; Receivership; Voluntary Administration
Chapters 22, 23 and 24
Swot Vac (No Classes)
Specific Course RequirementsHurdle Requirement
To pass the course, students MUST attend the Small Group Discovery Experience, which will take place in weeks 4, 6 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, 6 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 ExperienceCorporate Law will give students a small group discovery experience in weeks 4, 6 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, the first and last SGDE classes (weeks 4 and 8) 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.
The University's policy on Assessment for Coursework Programs is based on the following four principles:
- Assessment must encourage and reinforce learning.
- Assessment must enable robust and fair judgements about student performance.
- Assessment practices must be fair and equitable to students and give them the opportunity to demonstrate what they have learned.
- Assessment must maintain academic standards.
Assessment Task % of final mark Date Length Redeemable 2 Online Quizzes 5% 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 2 pm
4 short answer questions No SGDE Assignment (Group) 25% Due: Friday 22 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%, 55%, 75% or 80% Examination period, semester 2 200 mins + 10 mins reading time open book No
Assessment Detail1. Online Quizzes: 5% (2 x 2.5%)
There will be two quizzes, available from Wednesday to Friday in weeks 6 and 12, counting for 2.5% each. These can be completed online through Canvas. There will be 10 questions per quiz, worth 1/4 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 2 pm, Friday, week 4. Students will also need to submit their answers to Turnitin for a plagiarism check.
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: 25%
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 22 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%, 55%, 75% 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. Material from the earlier weeks will be assumed knowledge. 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.)
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 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.
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.
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 Acess Adelaide at the end of each semester.
Final results for this course will be made available through Access Adelaide.
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.
- Academic Support with Maths
- Academic Support with writing and speaking skills
- Student Life Counselling Support - Personal counselling for issues affecting study
- International Student Support
- AUU Student Care - Advocacy, confidential counselling, welfare support and advice
- Students with a Disability - Alternative academic arrangements
- Reasonable Adjustments to Teaching & Assessment for Students with a Disability Policy
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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.
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.
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.
- Academic Credit Arrangement Policy
- Academic Honesty Policy
- Academic Progress by Coursework Students Policy
- Assessment for Coursework Programs
- Copyright Compliance Policy
- Coursework Academic Programs Policy
- Elder Conservatorium of Music Noise Management Plan
- Intellectual Property Policy
- IT Acceptable Use and Security Policy
- Modified Arrangements for Coursework Assessment
- Student Experience of Learning and Teaching Policy
- Student Grievance Resolution Process
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, 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.
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.
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