LAW 7158 - Corporate Law: Selected Issues

North Terrace Campus - Semester 2 - 2020

This course selects current issues in corporate law practice, recent developments and law reform proposals and challenges students to develop a critical appreciation of the current Australian legal position. Topics covered in recent years: The law of meetings, Insolvent trading and safe harbour, Corporate groups, Aboriginal corporations, Fiduciary aspects, Offences, penalties and enforceable undertakings, the role of ASIC and Shareholders Remedies. Others topics may be added subject to staff selection and interests.

  • General Course Information
    Course Details
    Course Code LAW 7158
    Course Corporate Law: Selected Issues
    Coordinating Unit Adelaide Law School
    Term Semester 2
    Level Postgraduate Coursework
    Location/s North Terrace Campus
    Units 3
    Contact Intensive
    Available for Study Abroad and Exchange Y
    Prerequisites Students without a Bachelor of Laws must have completed LAW 7177
    Course Description This course selects current issues in corporate law practice, recent developments and law reform proposals and challenges students to develop a critical appreciation of the current Australian legal position.

    Topics covered in recent years:
    The law of meetings, Insolvent trading and safe harbour, Corporate groups, Aboriginal corporations, Fiduciary aspects, Offences, penalties and enforceable undertakings, the role of ASIC and Shareholders Remedies. Others topics may be added subject to staff selection and interests.
    Course Staff

    Course Coordinator: Professor Christopher Symes

    Course Coordinator: Prof Christopher Symes
    Ligertwood Building 223
    t: 0883134452
    e:
    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
    On the successful completion of the course, a student will be able to:
    1. Identify and understand the characteristics of a corporation when compared to other forms of business structure in Australia;
    2. Develop an understanding of relevant corporate law as contained in the Corporations Act 2001 (Cth) and the case law, as well as the ethical and governance responsibilities of corporate lawyers and corporations, and be able to apply the law and ethical principles to hypothetical fact scenarios using critical thinking and problem solving skills;
    3. Communicate and critically anlyse the effect of the law on persons and corporations, both individually and within a small group scenario; and
    4. Demonstrate high level research and analysis skills as applied to a corporate topic of their choosing.
    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, 2, 3, 4
    Critical thinking and problem solving
    • steeped in research methods and rigor
    • based on empirical evidence and the scientific approach to knowledge development
    • demonstrated through appropriate and relevant assessment
    1, 2, 3, 4
    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
    3, 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
    1, 2, 3, 4
    Intercultural and ethical competency
    • adept at operating in other cultures
    • comfortable with different nationalities and social contexts
    • Able to determine and contribute to desirable social outcomes
    • demonstrated by study abroad or with an understanding of indigenous knowledges
    1, 2
    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
    2, 3
  • Learning Resources
    Required Resources
    Students are not required to purchase any particular texts. All required readings will be provided online via MyUni in advance of the sessions.
    Recommended Resources
    Useful Academic Texts:

    du Plessis, J J, Hargovan, Bagaric, M and Harris, J, Principles of Contemporary Corporate Governance, 2nd ed, Cambridge University Press, Melbourne, 2014
    Austin, RP & Ramsay IM, Ford's Principles of Corporations Law, 17th ed, LexisNexis, 2017
    Boros E & Duns, J, Corporate Law, 2nd ed, OUP, 2009
    Redmond P, Corporations and Financial Markets Law, 7th ed, Thomson, 2016
    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, 6th ed., LexisNexis, 2017
    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
    Harris J, Company Law: Theories, Principles and Applications, (2nd ed) LexisNexis, 2015
    Quilter M, Company Law Perspectives, Thomson Reuters, 2012
    Symes C, Brown D & Lombard S, Australian Insolvency Law, 4th ed, LexisNexis, 2019 

    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
    Australian Legal Information Institute: http://www.austlii.edu.au/
    Online Learning
    MyUni will be used to post announcements, post additional lecture materials (including slides, and where available, audio recordings of lectures) and announce assignment tasks. It will also contain electronic copies of the Course Profile, Lecture and Topic Guides, and any required reading as it becomes available.

    Students are expected to check MyUni regularly to keep up to date with these materials and additional learning resources throughout the course.
  • Learning & Teaching Activities
    Learning & Teaching Modes
    The face-to-face teaching for this course is intensive, across four days within Semester 2. Teaching runs from 10am to 5pm on Friday and Saturday, with break from 1-2pm for lunch.  The dates are 7-8 August and 21-22 August.

    The first of the two intensive sessions will be divided into four topics, each of which will start with a lecture introducing the relevant topic, and then students will move to concentrate on in-depth consideration of questions, including problem-solving, provided in advance. Students are expected to read the cases and other materials and questions set prior to the session.

    The second of the two intensive sessions will be devoted to the student presentations on topics selected from the material discussed in the first intensive session, and preparation for the research paper.

    Attendance at all four days is compulsory, due to the reliance on the first session for content for the student presentations which occur during the second session, and access to staff for assistance with the research paper.
    Workload

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

    For a 3-unit course, the workload requirement is 156 hours.  For Corporate Law: Selected Issues, this will be structured as follows: 24
    hours of face-to-face teaching, scheduled over four intensive teaching days, and 132 hours of personal study, split between 66 hours preparing for the in class presentation and accompanying paper, and 66 hours towards the research essay.
    Learning Activities Summary
    Learning Activities Summary
    Day 1 Session 1 Revisiting the position of 'Members' and their apathy 
    Session 2 Recent Issues in Directors Duties
    Day 2 Session 3 Insolvent Trading and Safe Harbouring
    Session 4 Auditing and special financial reporting and regulation of Executive Remuneration and Environmental compliance
    Day 3 Student Presentations
    Day 4 Student Presentations
    Research Paper Q&A
    It is expected that Sessions 1-4 may run over Day 1-2 and into Day 3.  Student presentations will be scheduled for the second half of Day 3 and the first half of Day 4 with that in mind.  The remainder of Day 4 will be available for Q&A with the staff in relation to the research paper, research methods and use of the library website for electronic legal research.
  • Assessment

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

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

    Assessment Summary
    Assessment Task Redeemable Due Weighting Learning Outcome
    Class Participation No

    22 August

    30% 1, 2, 3
    Research Paper No 6 October, 2pm 70% 1, 2, 3, 4
    Assessment Related Requirements
    Each piece of assessment is compulsory. None of the assessment is redeemable.
    Assessment Detail


    1. Class Presentation

    30% - presentations will be made on the
    August

    Students will select a topic of interest to them from any news outlet which relates to the material presented during Days
    1-3. They will prepare and present a 10-15 minute talk on the topic on August 22 2020, extending the class beyond the discussions which have already  taken place, and providing their perspective on the current issues within that topic and where they perceive it will be moving in the future.  They will be prepared to respond to a short Q&A session with their fellow students and staff following their presentation.

     

    2. Research Paper

    70% - Due 6 October, 14:00, via Turnitin on MyUni

    Students will select a topic for a research paper of 5,000 words, to be submitted in week 9 of the semester – October 6,
    2020.  The topic will be selected in consultation with the course coordinator via email.  Students will analyze their chosen research
    topic, isolate current issues of particular relevance to the topic, research it in depth, and succinctly restate their findings before reaching conclusions as to the current state and future issues to be dealt with by those practicing within this field.  Submission will be electronic, via Turnitin on MyUni.

    Submission
    1. Students must retain a copy of all assignments submitted.
    2. To gain a pass, students must submit each part of the assessment.
    3. All assignments must be submitted via ‘Turnitin’ on MyUni.  Details for electronic submission through Turnitin will be provided with the assignment instructions. By submitting your assignment you are agreeing to the following: (a) I declare that all material in this assessment is my own work except where there is clear acknowledgement and reference to the work of others. I have read the Policy on Cheating in Examinations and Related Forms of Assessment. I have also read the University's Plagiarism Policy; (b) I give permission for my assessment work to be reproduced and submitted to other  academic staff for the purposes of assessment and to be copied, submitted and retained in a form suitable for electronic checking of  plagiarism.
    4. Late Submission: Where an assignment is submitted after the due date and without an extension, a penalty of 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 graded 63% will have 5%  deducted if it is one hour late (for a final grade of 58%), 10% if it is 25 hours late etc.
    5. 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 (i.e. with a word limit of 3,000, an essay  graded 63% will have 5% deducted if it is 3001 words long, for a final  grade of 58%, 10% if it is 3101 words long, etc). Words are calculated  including all footnotes and headings within the text but excluding cover page information, separate bibliography or list of sources. Quotations and all referencing information are included in the word count.  If the word limit is seriously misstated, this may be regarded as academic dishonesty.
    6. Extensions: Requests for extensions must be made via email to the course coordinator. Extensions will be granted only for unexpected illness, hardship or on compassionate grounds in accordance with University Policy. Work commitments, travel, holidays or sporting engagements are not unexpected circumstances.
    7. When undertaking an assessment task, students are to be assessed according to whether they are law or non-law graduates respectively. Where the nature of the task involves the exercise of skills that law graduates can be expected to have practised or refined over a longer period or to a greater degree than their non-law counterparts, an assessor may legitimately expect a higher standard of performance from the law graduates in the course.
    8. Style of written work: All written work in the Law School is required to comply with the approved Law School style guide, the Australian Guide to Legal Citation.
    9. Turnaround time: The presentation paper will be returned to students within 3 weeks of the submission date. Written, individual feedback will be provided from which students can learn in preparation for the research paper. The research paper will be returned to students within 4 weeks of the submission date with written, individual feedback.  Students will be notified by email when assignments are ready for collection.
    Course Grading

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

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

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

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

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

    Finality of Assessment Grades

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

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

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

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

    SELTs are an important source of information to inform individual teaching practice, decisions about teaching duties, and course and program curriculum design. They enable the University to assess how effectively its learning environments and teaching practices facilitate student engagement and learning outcomes. Under the current SELT Policy (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.

    The course is constantly being updated and revised to reflect the evolution of the law, to respond to student feedback, and to engage with the latest teaching practices. Student feedback is collected each time the course is run, including through SELT reports. Previous SELT reports, and staff feedback on them, are posted on the course MyUni site for students to view and consider.
  • Student Support
    The University Writing Centre provides academic learning and language development services and resources for local, international, undergraduate and postgraduate coursework students enrolled at the University of Adelaide.

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

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

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

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

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

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

    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.

    Academic Honesty
    Academic dishonesty is a serious act of academic misconduct. All students must be familiar with the University’s Academic Honesty Policy.

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

    Academic 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.