In the first instance, students are to contact the GDLP Program Director, Maree Cutler-Naroba at maree.cutler-naroba@lawsocietysa.asn.au.

The GDLP Program Director will then contact the appropriate Course Supervisor if further clarification of the student query is needed.

Course Supervisor: Steven Thomas

LECTURES
For Commercial and Corporate Law there are 10 hours of lectures: the lectures are pre-recorded and available online.
There are NO face to face lectures.

SEMINARS
For Commercial and Corporate Law there are 10 hours of Seminars divided into the following blocks of time
All Seminars are compulsory
Students enrol in ONE seminar group ONLY

Topic 1: Creating Commercial Structures 2 hours
Topic 2: Franchise Agreements 2 hours
Topic 3: Conducting Commercial Transactions 2 hours
Topic 4: Finance and PPSA Register 2 hours
Topic 5: Insolvency Administration 2 hours

ONLINE ACTIVITIES
In addition to the Lectures and Seminars there are 4 hours of online activities to be completed - including 2 hours of interactive learning on identifying the taxation implications of a client’s proposed commercial venture or arrangement (Topic 6).

By the end of this course you should be able to:

Creating Commercial Structures (Topic 1)

1. select a commercial structure that will achieve the client’s objectives;
2. draw up, execute, stamp and register up all documentation required to set up the structure according to law and good practice;
3. inform the client of its continuing obligations in relation to chosen commercial structure;

Franchising (Topic 2)

4. have an overview of the Franchising Code of Conduct;
5. understand what a franchise is including the four elements to satisfy an entity being a franchise;
6. solve practical franchising issues that an entry level lawyer would face;

Commercial Transactions (Topic 3)

7. properly identify the nature of a transaction;
8. undertake searches and inquiries that are sufficient in the context to investigate any issues of title to real or personal property involved in the transaction;
9. draw up appropriate documentation and ensure that it is executed and (if necessary) stamped and registered according to law and good practice;
10. ensure that any necessary consents are obtained or given according to law;

Loans and Securities (Topic 4)

11. identify the various types of financial arrangements and securities available to the borrower and lender within the particular context;
12. inform the borrower or lender of the immediate, continuing and potential liabilities under any proposed finance and security arrangements;
13. draw up loan or security documents which adequately reflect the agreement between borrower and lender;
14. ensure that the loan or security documents are executed and (if necessary) stamped and registered according to law;
15. understand the key provisions at the PPSA 2009 and how to register security on the PPS register;

Insolvency Administration (Topic 5)

16. understand the concept of insolvency and what is required to prove insolvency;
17. understand voluntary administration and the required procedures for winding up in insolvency;
18. possess an awareness of the Supreme Court Corporations Rules relating to proceedings in insolvency; and

Taxation (Topic 6)

19. identify the taxation implications of a client’s proposed commercial venture or arrangement.

Franchising (Topic 2)

Resource to be advised.

Commercial Transactions (Topic 3)

Law Society Publications

• Anonymous, Precedent: Agreement for Sale and Purchase, Law Society of South Australia, 2012
  • for Pre-Seminar Task 3B(ii)
• Churchill, Johanna, 10 Tips and Traps in Preparing Contracts for Sale and Purchase of a Business, Law Society of South Australia, 2010

Loans and Securities (Topic 4)

Law Society Publications

• Camatta, Franco, What are Guarantees? Law Society of South Australia, 2012

• Anonymous, The Personal Property Securities Act 2009, various information sheets, © Commonwealth of Australia 2011:
• Why register a security interest on the PPS Register? http://www.ppsr.gov.au/ForBusiness/whyregister/Pages/default.aspx
• Personal Property Securities (PPS) Register and priorities
  http://www.ppsr.gov.au/AsktheRegistrar/InformationSheets/Pages/Personal_Property_Securities(PPS)Register_and_priorities.aspx
• Retention of title and leasing
  http://www.ppsr.gov.au/AsktheRegistrar/InformationSheets/Pages/Retention_of_title_and_leasing.aspx
• Receivership administration and liquidation
  http://www.ppsr.gov.au/AsktheRegistrar/InformationSheets/Pages/Receivership_administration_and_liquidation.aspx
• Personal property securities – Key concepts
  http://www.ppsr.gov.au/AsktheRegistrar/InformationSheets/Pages/Personal_property_securities_Key_concepts.aspx
• Enforcement of security interests
  http://www.ppsr.gov.au/AsktheRegistrar/InformationSheets/Pages/Enforcement_of_security_interests.aspx
• The Personal Property Securities Act and floating charges
  http://www.ppsr.gov.au/AsktheRegistrar/InformationSheets/Pages/The_PPS_Act_and_Floating_Charges.aspx
• Transitional Provisions
  http://www.ppsr.gov.au/AsktheRegistrar/InformationSheets/Pages/Transitional_provisions.aspx
• Purchase money security interests
  http://www.ppsr.gov.au/AsktheRegistrar/InformationSheets/Pages/Purchase_money_security_interests.aspx
• Collateral classes
  http://www.ppsr.gov.au/AsktheRegistrar/InformationSheets/Pages/CollateralClasses.aspx 

• Anonymous, Key Concepts of the PPSA, unknown, 2012

Articles

• Shtein, Oliver, Hustler, Phillip, What becomes of the fixed and floating charges under the PPSA?, Australian Banking and Finance Law Bulletin, December 2010
• North, Richard, The New Zealand Personal Property Securities Act: growing pains, CanterLawRw 5; (2005) 11 Canterbury Law Review 123
  
  Note: this extract examines Graham v Portacom New Zealand Ltd [2004] 2 NZLR 528 which was the first New Zealand High Court decision to consider the Personal Property. Securities Act 1999 (NZ).

• Personal Property Securities Act 2009
• Part 2.5: Taking personal property free of security interests
• Part 2.6: Priority between security interests
  • http://www.austlii.edu.au/au/legis/cth/consol_act/ppsa2009356/

• Anonymous, Timetable for Obtaining Winding Up Orders Following Non-Compliance with Statutory Demand, Law Society of South Australia, 2013
• Thomas, Steven, Insolvency Update – Statutory Demands: Service & Substance, Law Society of South Australia, 16 February 2012

Texts

• O’Donovan, James, Duties of an administrator inCompany Receivers and Administrators, Vol 1 (at Update 142) [44.1000], Thomson Reuters 2013

Online Information

• Anonymous, Updated fact sheet for solicitors – 26 June 2012, Lodging notices for publication on ASIC’s new website for insolvency and other notices, © Australian Securities & Investments Commission 2012:
  • http://www.asic.gov.au/asic/pdflib.nsf/LookupByFileName/lodging-notices-insolvency-website-fact-sheet-solicitors-June-2012.pdf/$file/lodging-notices-insolvency-website-fact-sheet-solicitors-June-2012.pdf

Taxation (Topic 6)

Resource to be advised.

Note: all of the resources are provided to students ONLINE.
Due to the emphasis on the currency of legal practice, other materials may be added after the course outline has been posted.
Details of supplementary readings and resources will be posted online under the Content section of Commercial and Corporate Practice.

The following resources are useful for an entry-level Commercial and Corporate Lawyer:

General Tips

• Anonymous, Practical Legal Research tips for a Commercial Junior Lawyer, Law Society of South Australia, 2013 

Commercial Transactions (Topic 3)

• Palyga, Steve,Drafting Commercial Documents, Law Society of South Australia, 2012
• Goldberg, John,Drafting Commercial Contracts, Law Society of South Australia, 2013

Insolvency Administration (Topic 5)

• Anonymous, Information Sheet 74 – Voluntary Administration: a guide for creditors, © Australian Securities & Investments Commission 2008:
  • http://www.asic.gov.au/asic/pdflib.nsf/LookupByFileName/Voluntary_administration_guide_for_creditors.pdf/$file/Voluntary_administration_guide_for_creditors.pdf
• LexisNexis Butterworths, Australian Corporation Law Principles & Practice (at January 2012) [5.40005 – 5.4.0105]

All course materials are provided on My Uni. This includes readings, seminar materials, assessment information and instructions, and audio recordings of lectures. Students are expected to check MyUni frequently over the time of the course, to keep up to date with these materials and additional learning resources.

The course will be taught through online lectures supported by face to face interactive problem-solving seminars and practical exercises developing primary material.

Students must come prepared for seminars with prior reading of material and draft responses to the seminar questions. Students must arrive on time for the seminars. If students have not prepared seminar responses and/or have arrived more than 10 minutes late they will be asked to leave the seminar group and enrol in another seminar group.

A reminder that students MUST bring along an electronic device to the seminars so that they can access the seminar material electronically.

Attendance is necessary to ensure that students are part of an interactive and reflective learning environment (which enhances learning outcomes of the substantial material covered) and develop their skills of oral presentation, teamwork and persuasion (valuable communication skills in professional environments).

Preparation for seminars is an essential element of this course. The necessary interactive learning environment in a seminar cannot be achieved without informed participation from all students. Further, by working in small groups within seminars to answer some questions, students develop skills of teamwork. Moreover, active participation in seminar discussions requires students to develop their skills of oral presentation, and their abilities to persuade others through the use of reasoned argument.

Students who, due to disability, compelling medical or compassionate reasons, or in exceptional circumstances, are unable to attend the required number of seminars, may complete alternative work in lieu of attendance. The precise nature of this make-up work will depend on the seminar missed and will be negotiated with the GDLP Program Director. Students should inform the GDLP Program Director at the earliest opportunity if they will require this permission.

For these reasons seminar attendance is compulsory and active participation is required.

There will be 10 hours of online lectures and 10 hours of face to face seminars during the course plus an additonal 4 hours of online activities.

Commercial and Corporate Law is a 2 week intensive course.

In addition to the lectures and seminars, we recommend that you spend 8 hours per week in private study which includes reading the material, preparing for lectures and seminars and undertaking the assessment tasks.

Topic 1: Creating Commercial Structures

Lecture 1: 2 hours

Seminar 1: 2 hours


Topic 2: Franchising 

Lecture 2: 2 hours

Seminar 2: 2 hours


Assessment: Short Answer Scenarios on Topics 1 and 2, 10%


Topic 3: Commercial Transactions

Lecture 3: 2 hours

Seminar 3: 2 hours


Topic 4: Loans and Securities

Lecture 4: 2 hours

Seminar 4: 2 hours

Assessment: Short Answer Scenarios on Topics 3 and 4, 10%


Topic 5: Insolvency Administration 

Lecture 5: 2 hours

Seminar 5: 2 hours


Additional 4 hours of online activities complementary to the lectures and seminars including a 2 hour interactive session on identifying the Taxation Implications of a client’s proposed commercial venture or arrangement (Topic 6).


Assessment: Commerical Law Scenarios inclusive of Taxation Implications 40%

Assessment: Insolvency Administration - Memorandum re Client Advice 40%

The course is based on the rules of the Legal Practitioners Education and Admission Council (LPEAC) 2004 which specifies the expected competency standards for entry level lawyers at the point of admission. In order to pass this course you are required to demonstrate competence in these standards. Consequently, compulsory attendance and active participation in seminars is required.

Topic 1: Creating Commercial Structures and Topic 2: Franchising

Assessment:

Attendance and satisfactory participation in seminars is compulsory.

Unless otherwise stated, there is no prescribed word limit for assessments.

This is because the purpose of the GDLP is to transition you from academic study into professional employment. In a workplace it is highly unlikely you are going to be told a certain number of words or pages for the tasks you are asked to complete.

However, in the majority of assessments guidelines will be provided.

The quality of English expression is considered to be an integral part of the assessment process.

Marks may be deducted from assessment because of poor expression, incorrect grammar, typographical errors etc.

Presentation is to be single spaced and 2.5cm left margin.

Assessments will be returned to students within 3 weeks of the due date, unless otherwise notified by the GDLP Program Director through a Course Announcement.

The marked and scanned copy of assessments will be returned via email.

SUBMISSION
Students must retain a copy of all assignments submitted.

All failed assignments, per University policy, are double-marked before the result is released back to the student. The first and second markers then discuss what the final result will be.

If a student still fails after the double marking process, they have to revise and resubmit the assignment to a pass standard. The maximum mark a student can receive is 50%.

Late submission penalty
Any assignment submitted after the due date without an approved extension will receive a penalty of 5% for every 24 hours of lateness.

Approved extensions are through the GDLP Program Director.

Extensions on medical or compassionate grounds will be in accordance with University Policy.

Late assessments are to be submitted to gldpassessment@lawsocietysa.asn.au

If a student receives a mark between 50 to 55%, but subsequently fails due to late penalties then 50% is the maximum mark they will receive. BUT, in addition, the student will be asked to revise and resubmit a task from the assessment, at the discretion of the GDLP Program Director.

If a student receives a mark of 56% or above, but subsequently fails due to late penalties, then 50% is the maximum mark they can receive. There is not an opportunity to resubmit this assignment.

For example if a student gets 64% and has a late penalty of 20%, giving a result of 44%. This student would get 50% for the assessment and will not be able to resubmit this assignment.

RESUBMISSION
All the assessments for this course are redeemable. This means, if you fail the assessment due to the quality of the work (not because of late penalties) then you are able to revise and resubmit the assessment. You have 7 days from the time you are informed by email from the LSSA GDLP Office to resubmit your assessment.

The parts of the assessment you are to resubmit are the parts that you received less than 50% on. You only have ONE opportunity to revise and resubmit your assessment. An alternative task will be set for the non-redeemable assessment.

When your assessment is resubmitted it is marked according to the marking rubric. Your result, for example maybe 64% BUT the most you can receive for a revised and resubmitted assessment is 50%.