LAW 6503 - Commercial and Corporate Practice

North Terrace Campus - Semester 1 - 2015

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 Semester 1
    Level Postgraduate Coursework
    Location/s North Terrace Campus
    Units 3
    Contact Intensive
    Available for Study Abroad and Exchange Y
    Prerequisites LAW 6501
    Assumed Knowledge Commercial and Corporate Law at Undergraduate level
    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: Michelle Elliott

    As course staff work in the South Australian legal profession all communication should be directed to the GDLP Coordinator, Michelle Elliott in the first instance - michelle.elliott@lawsocietysa.asn.au

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

    Course Supervisor: Steven Thomas

    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.

    LECTURES
    There are 10 hours of lectures: the lectures are pre-recorded and available online.

    SEMINARS
    There are 10 hours of seminars divided into the following blocks of time

    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

    OTHER
    In addition to the lectures and seminars there are 4 hours of additional readings, resources and 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).

  • Learning Outcomes
    Course Learning Outcomes

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

    1. Conducting commercial transactions

    • identified the nature of the transaction;
    • undertake sufficient searches and inquiries to investigate any relevant issues of title to real or personal property;
    • drafted documents, had them executed, and (if necessary) certified, stamped and registered, according to law and good practice;
    • obtained or given any necessary consents to, or notifications of, the transaction required by law.

    2. Setting up commercial structures

    • selected a structure that will achieve the clients objectives;
    • drafted all documents required to set up the structure (including establishing any discrete entities that will form part of the structure);
    • had the documents executed and (if necessary) certified, stamped and registered, according to law and good practice;
    • informed the client of any continuing obligations in relation to the structure, and, where the structure involves a corporation, of the continuing obligations of the company and its officers.

    3. Dealing with loans and securities

    • identified one or more types of financial arrangements and securities available to the borrower and lender;
    • informed the borrower and lender of their immediate, continuing, and potential liabilities under any proposed financing and security arrangements;
    • drafted loan or security documents which reflect the agreement between lender and borrower;
    • had the loan or security documents executed and (if necessary) stamped and registered, according to law and good practice.

    4. Advising on revenue law and practice

    • identified in a general way the possible revenue implications of the client's proposed commercial venture or arrangement;
    • referred the client to experts for more comprehensive or detailed advice, where appropriate.

    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)
    Knowledge and understanding of the content and techniques of a chosen discipline at advanced levels that are internationally recognised. 1 to 4
    The ability to locate, analyse, evaluate and synthesise information from a wide variety of sources in a planned and timely manner. 1 to 4
    An ability to apply effective, creative and innovative solutions, both independently and cooperatively, to current and future problems. 1 to 4
    Skills of a high order in interpersonal understanding, teamwork and communication. 1 to 4
    A proficiency in the appropriate use of contemporary technologies. 1 to 4
    A commitment to continuous learning and the capacity to maintain intellectual curiosity throughout life. 1 to 4
    A commitment to the highest standards of professional endeavour and the ability to take a leadership role in the community. 1 to 4
    An awareness of ethical, social and cultural issues within a global context and their importance in the exercise of professional skills and responsibilities. 1 to 4
  • 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 weekly) to keep up to date.
    Recommended Resources

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

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

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

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

    Due to the 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 weekly) to keep up to date.

    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 regularly (at least weekly) to keep up to date.

    Students should also regularly check their University of Adelaide email.
  • Learning & Teaching Activities
    Learning & Teaching Modes
    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, namely having undertaken prior readings 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. 

    A reminder that students MUST bring along electronic devices to the seminar so they can access the seminar materials electronically. 

    Attendance is necessary to ensure that students are part of the interactive and reflective learning environment (which enhances learning outcomes) and provides students with the ability to develop their skills of oral presentation, teamwork and persuasion (valuable to the professional environment). 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). 

    Students, who due to disability, compelling medical or compassionate reasons, or in exceptional circumstance, are unable to attend the required seminars, may complete alterative work in lieu of attendance. The precise nature of this make-up work will depend on the seminar misses and will be negotiated with the GDLP Coordinator. Students MUST inform the GDLP Coordinator at the earliest opportunity of their absence and where they require this make-up work option.
    Workload

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

    In addition to the lectures and seminars (see course timetable) we recommend that you spend 8 hours per week in private study which includes reading the materials, preparing for lectures and seminars and undertaking the assessment tasks.
    Learning Activities Summary
    Assessments will be made available to students, prior to the
    nominated deadline.

    Note: Competence must be demonstrated in all assessment tasks and activities.

    Assessment deadlines are as follows, unless otherwise advised:

    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: Quiz 1

    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: Quiz 2

    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: Commercial Law Scenarios inclusive of Taxation Implications

    Assessment: Insolvency Administration - Memorandum
    Specific Course Requirements
    The course is based on the rules of the Legal Practitioners Educations and Admission Council (LPEAC) 2004 and Law Admissions Consultative Committee 2015 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. Consequently, the compulsory attendance and active participation in seminars is required in additional to assessment tasks.
  • 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.

    Note: Competence must be demonstrated in all assessment tasks and activities.

    Assessment deadlines are as follows, unless otherwise advised:

    Topic 1: Creating Commercial Structures and Topic 2: Franchising


    Assessment: Quiz 1 Online
    Learning outcomes 1-2

    Available: 29/4/15
    Deadline: 5/5/15

    Topic 3: Commercial Transactions and Topic 4: Loans and Securities

    Assessment: Quiz 2 Online
    Learning outcomes 3-4

    Available: 5/5/15
    Deadline: 12/5/15

    Topic 5: Insolvency Administration and Topic 6 Taxation Implications

    Assessment: Commerical Law Scenarios inclusive of Taxation Implications
    Learning outcomes 1-4

    Deadline: 14/5/15

    Assessment:

    Insolvency Administration - Memorandum
    Learning outcomes 1-4

    Deadline: 16/5/15

    Assessment Related Requirements
    Detailed information regarding the specific details of assessment which are required to be completed satisfactorily will be provided on MyUni.

    In this course, students will also be assessed on the following:
    • Attendance (95% rule applies)
    • Punctuality
    • Workload management and ability to adhere to deadlines
    • Display active engagement in practical activities
    • Demonstrate respectful behaviour towards others
    • Maintaining a high level of confidentiality at all times
    • Satisfactory completion of prescribed exercises

    Assessment Detail
    This is because the purpose of the GDLP programme is to facilitate your transition from undergraduate academic law studies to the legal professional employment environment through the demonstration and practice of professionally-based skills and competencies. In a legal practice it is highly unlikely you will be set 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.
    Assessment competence will take into consideration: expression, structure, correct grammar, typography, 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 Coordinator through a Course Announcement.
    Submission
    Students must retain a copy of all assessments submitted.

    Students are to submit assessments online within MyUni.

    Please note: where forms or documents have been outlined in assessment activities for completion these should be downloaded from original sources and completed in an electronic format, if not supplied.

    Students 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 (fail). All non-competent (failed) assessments, per University policy, are double-marked before the results are released back to the student. The first and second markers discuss what the final result will be.

    If the assessment is deemed non-competent (fail) after the double-marking process, students may be offered the opportunity to revise and resubmit the assessment. Students granted a resubmission will have 7 days from the time they are informed by email from the LSSA GDLP Office to resubmit the assessment. In most cases only the parts of the assessment that do not attain competence will be required to be resubmitted. Only ONE opportunity is provided for resubmission.

    Extensions

    Students MUST apply for an extension prior to the deadline to the GDLP Coordinator.
    Extensions on medical and compassionate grounds will be in accordance with University policy.

    Late Submission

    NOTE: in this course, students are assessed against a professional workplace standard; namely
    • Punctuality
    • Workload management and ability to adhere to deadlines



    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.

    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


    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.

  • 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
  • Policies & Guidelines
  • 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.