Lecturers in the course

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

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

 

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, 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.

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 2017 copy of the Corporations Act 2001 - an annotated version is available in a bundle with the Lipton, Herzberg and Welsh text.

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/

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.

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 online submission of assignments will be used during the course.

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.

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, especially continuous 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)

Hurdle 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.

Corporate 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.

Full instructions on the SGDE will be made available to students on Canvas.

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

1. 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

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.

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.

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.

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/. 

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.