LAW 6503 - Commercial and Corporate Practice

North Terrace Campus - Quadmester 4 - 2019

The aim of the course is to provide an understanding of commercial and corporate legal practice to enable you as an entry-level lawyer to conduct standard commercial transactions such as the sale and purchase of a small business; understand the relevant risks associated with such a transaction for both parties; set up simple business structures using entities such as companies, trusts and partnerships; provide basic advice on finance and securities and on the obligations of companies and their officers; and appreciate the type of advice needed to assess the revenue implications of standard commercial transactions. This course is not designed as a refresher course in corporate law; rather it builds on academic knowledge in a practical setting. Topics include: creating commercial structures, franchising, commercial transactions, loans and securities, insolvency administration and taxation. The course is offered in partnership with South Australian practitioners.

  • General Course Information
    Course Details
    Course Code LAW 6503
    Course Commercial and Corporate Practice
    Coordinating Unit Adelaide Law School
    Term Quadmester 4
    Level Postgraduate Coursework
    Location/s North Terrace Campus
    Units 3
    Contact Intensive
    Available for Study Abroad and Exchange N
    Assumed Knowledge Commercial and Corporate Law at Undergraduate level
    Restrictions Available to GDLP students only. Not available for Study Abroad & Exchange.
    Course Description The aim of the course is to provide an understanding of commercial and corporate legal practice to enable you as an entry-level lawyer to conduct standard commercial transactions such as the sale and purchase of a small business; understand the relevant risks associated with such a transaction for both parties; set up simple business structures using entities such as companies, trusts and partnerships; provide basic advice on finance and securities and on the obligations of companies and their officers; and appreciate the type of advice needed to assess the revenue implications of standard commercial transactions. This course is not designed as a refresher course in corporate law; rather it builds on academic knowledge in a practical setting. Topics include: creating commercial structures, franchising, commercial transactions, loans and securities, insolvency administration and taxation.

    The course is offered in partnership with South Australian practitioners.
    Course Staff

    Course Coordinator: Desiree Holland

    As course staff work in the South Australian legal profession all communication should be directed to the GDLP Coordinator, Desiree Holland in the first instance: gdlpenquiries@lawsocietysa.asn.au

    The GDLP Coordinator will contact the appropriate course staff as necessary.

    Course Supervisor: Andrea Michaels

    Course Coordinator (UA Law School): Assoc. Professor Christopher Symes

    Course Timetable

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

    This course will be taught intensively. Full details of seminars and activities are made available on MyUni course website
    prior to the course commencing. 

    Students are strongly advised to attend all seminars.
  • Learning Outcomes
    Course Learning Outcomes

    On successful completion of this course, students will be able to:

    1 Identify purpose, audience and structure and construct concise and cohesive written documents for a/legal/professional/general/audience within the context of Commercial and Corporate Law.
    2 Determine appropriate course of action to achieve desired objectives.
    3 Analyse a case study.
    4 Identify relevant legal strategies to apply within the practice of Commercial and Corporate Law, appropriate to a graduate lawyer.
    5 Demonstrate knowledge of legal ethical standards so as to meet professional expectations.
    6 Reflect on their abilities to effectively work within Commercial and Corporate Law.
    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
    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
    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
    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
    6
  • Learning Resources
    Required Resources
    No textbooks are assigned for GDLP courses.

    Seminar resources and readings are available on MyUni ONLY. Students must bring electronic devices to seminars to access seminar materials.

    Due to an emphasis on current legal practice other materials may be added after the course outline has been posted. Students are required to check MyUni regularly (at least daily) to keep up to date.
    Recommended Resources

    Most course resources are provided to students online via MyUni. Relevant legislation can be accessed online via:

    http://www.comlaw.gov.au/

    http://www.legislation.sa.gov.au/index.aspx

    http://www.austlii.edu.au/

    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 Outline, Lecture and Seminar Guides, and
    Course Materials.

    Students are expected to check MyUni daily to keep up to date with these materials and additional learning resources throughout the course.

    Online Learning
    The course is supported by the MyUni course website. The website contains the following resources:

    1. Course information – including seminar schedule and assessment outline.
    2. Course materials – such as lecture presentations, seminar materials, readings and resources.
    3. Assessment – items of assessment and online submission.
    4. Grade centre – where students’ results for assessments are entered.

    MyUni will also be used to post announcements. Students are expected to check MyUni at least daily to keep up to date.

    Students should check daily their University of Adelaide email.
  • Learning & Teaching Activities
    Learning & Teaching Modes
    This course will be taught intensively. Online lectures are supported by activities such as face to face interactive problem-solving seminars and practical exercises.
    Workload

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


    Students MUST come prepared for seminars, namely having listened to online lectures, undertaken prior reading and developed draft responses to the seminar questions. If students have not prepared and / or arrive more than 10 minutes late they may be asked to leave the seminar group.

    Attendance at seminars is highly advised. Students are expected to behave in an ethical and professional manner as would be expected in the workplace environment (compliant with the professional conduct rules and standards).


    Preparation time

    In addition to attending formal classes it is anticipated that students will do 
    substantial independent work to prepare for classes and to complete the course assessments.

    The University expects full time students, in particular those enrolled over a 6 month rather than 12 month period, to devote in excess of 15 hours per week to their studies. The information below is provided as a guide to assist students in engaging appropriately with the course requirements.
    Learning Activities Summary

    A detailed seminar schedule will be posted to MyUni prior to the course commencing.

    This course will cover the following topics:


           
    *Creating commercial structures

    *Directors Duties
           
    *Sale & Purchase of a Business
           
    *Sale & Purchase of shares

    *Due Diligence

    *Tax for commercial transactions

    *Financing & PPSA
          
    *Insolvency


    Specific Course Requirements
    The course is based on the rules of the Legal Practitioners Education and Admission Council (LPEAC) 2018 which specifies the expected competency standards for entry level lawyers at the point of admission. In order to pass this course you are expected to demonstrate competence in these standards.

    The national competency standards include underpinning knowledge and skills in:

    Ethics and professinal responsibility
    Lawyer's skills
    Problem solving
    Work management and business skills

    For futher information please contact the Law Society of SA Program Manager (GDLP).
  • 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

    Assessments will be made available to students, prior to the nominated deadline. Assessment deadlines will be posted on MyUni prior to the course commencing.

    All assessments are competency based (non-graded pass). Competence must be demonstrated in ALL assessment tasks and activities.  MyUni requires a numerical value to display that competency has been demonstrated.



    Assessment Task Task Type Due Weighting Learning Outcome
    Task 1
    Memo
    Individual First week n/a 2,5
    Task 2
    Checklist
    Individual Second week n/a 2,5
    Task 3
    Checklist
    Individual Third week n/a 1-5
    Task 4
    Memo
    Individual Third week n/a 1-5


    Assessment Related Requirements

    Assessments will be made available to students, prior to the nominated deadline. Assessment deadlines will be posted on MyUni prior to the course commencing.

    All assessments are competency based (non-graded pass). Competence must be demonstrated in ALL assessment tasks and activities.  MyUni requires a numerical value to display that competency has been demonstrated. Please note:

    1 – Competency has been achieved (non-graded pass)
    0 = Competency has not yet been achieved (re-submission required).

    In this course, the following elements of the National Competency Standards for Entry Level Lawyers are embedded:

    • Ethics and professional responsibility
    • Lawyers skills
    • Problem solving
    • Work management and business skills

    Students are required to demonstrate, where appropriate, the following:

    • Punctuality
    • Workload management and ability to adhere to deadlines
    • Active engagement in practical activities
    • Respectful behaviour towards others
    • A high level of confidentiality at all times
    • Satisfactory completion of prescribed exercise
    Assessments will be returned to students within 3 weeks from the due date, unless otherwise notified by the program officer (GDLP) through a course announcement.
    Assessment Detail
    Assessments will be made available to students, prior to the nominated deadline. Assessment deadlines will be posted on MyUni prior to the course commencing.


    Task 1 - Consider the various types of business structures a buyer could adopt to be the  purchaser of a business. Consider on behalf of the purchaser the pros and cons of each of those structures.


    Task 2 - Checklist of the matters to address in the Sale and Purchase Agreement to protect the purchaser’s interests and to ensure that the sale of the business will proceed.


    Task 3 - Prepare a due diligence checklist including sources of information for a purchaser buying shares in Flinstone Pty Ltd. Prepare a due diligence checklist including sources of information for a purchaser buying the business from Flinstone Pty Ltd.


    Task 4 - Memorandum of advice regarding tax implications for sale of a business/and or sale of shares




    Submission
    Students must retain a copy of all assignments submitted.

    All assignments in this course are to be submitted electronically through Turnitin. Submissions to Turnitin are to be in Microsoft Word format (NOT in pdf)’.

    Students work will be marked in accordance with the marking rubric. 

    Resubmission 
    Students are required to demonstrate competency in all elements of the national competency standards and failure to do so will result in the relevant assessment being marked as non-competent. If the assessment is deemed non-competent students may be offered to revise and resubmit the assessment.

    In 2019 a supplementary teaching day will be offered. Students who will be allowed to resubmit may attend this day, though it is not compulsory to do so. Resubmission of the assessment will be allowed after this additional teaching day. If a student is unable to demonstrate competency after this resubmission then they will need undertake the course again and pay additional fees. Please note that all final fails are double marked before the results are released to students.


    Extensions 

    Students must apply for an extension prior to the deadline to the LSSA GDLP.

    Extensions on medical and compassionate grounds will be in accordance with University policy.

    Late Submission 
    Late submissions will not be marked.
    Course Grading

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

    GS8 (Coursework Grade Scheme)
    Grade Description
    CN Continuing
    FNS Fail No Submission
    NFE No Formal Examination
    F Fail
    NGP Non Graded Pass
    P Pass
    C Credit
    D Distinction
    HD High Distinction
    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.

    In this course all assessment and course results are competency based (non-graded pass) as per the table below.

    Competence must be demonstrated in all assessment tasks and activities.

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

    Grade Grade reflects following criteria for allocation of grade Reported on Official Transcript
    Fail No Submission No work submitted for assessment FNS
    Fail Competency not demonstrated F
    Non-Graded Pass Competency demonstrated NGP
    Result Pending An interim result RP
    Continuing Continuing CN
    No Formal Examination No formal examination NFE

    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.

  • 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.

    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.