LAW 6503 - Commercial and Corporate Practice

North Terrace Campus - Semester 1 - 2016

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.

Open All

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	N
Prerequisites	LAW 6501
Assumed Knowledge	Commercial and Corporate Law at Undergraduate level
Restrictions	Available to GDLP students only. Not available for Study Abroad & Exchange.
Assessment	Assessment in this course will include a combination of two or more of the following: final assignment, short answer questions, letters of advice, online quizzes, discussion boards, completion of relevant forms and drafting exercises.

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.

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

Note: In most cases assessment tasks are linked to seminars activities. Attendance at all seminars is highly advisable. Where assessment tasks are conducted in seminars non-attendance will, in most cases, require alterative assessment.

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)
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 regularly check their University of Adelaide email.
Learning & Teaching Activities

Learning & Teaching Modes

The course will be taught intensively. Online lectures are supported by activities such as face to face interactive problem-solving seminars and practical exercises.

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.

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

Attendance at seminars 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 seminars, may complete alterative 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 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.

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

In addition to attending seminars it is anticipated that students will do substantial independent work to prepare for seminars and to complete the course assessments. Students are expected to spend about 8 hours per week in private study which includes reading the materials, listening to lecture presentations, conducting research and preparing for seminars. In addition students will need to dedicate time for the completion of assessments.

Learning Activities Summary

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

Specific Course Requirements

The course is based on the rules of the Legal Practitioners Education 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.

The national competency standards include underpinning knowledge and skills in:
• Ethics and professional responsibility
• Lawyers skills
• Problem solving
• Work management and business skills

For further information see: http://www1.lawcouncil.asn.au/LACC/images/pdfs/LACCCompetencyStandardsforEntryLevelLawyers-Jan2015.pdf

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

Assessment must encourage and reinforce learning.
Assessment must enable robust and fair judgements about student performance.
Assessment practices must be fair and equitable to students and give them the opportunity to demonstrate what they have learned.
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 item	Due date*	Learning Objectives
Online Quiz	Second week from course commencement	1 - 4
Online Quiz	Third week from course commencement	2
Creating commercial structures and conducting commercial transactions	Third week from course commencement	1 - 4
Participation	N/A	1 - 4

* Assessment deadlines will be posted on MyUni prior to the course commencing.

Assessment Related Requirements

Detailed information regarding assessment tasks will be provided on MyUni .

In this course, students will also be assessed on the following:

• Attendance
• 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
• Underpinning national competency standards (as noted in ‘Specific course requirements’)

Unless otherwise stated, there will be no prescribed word limit for assessments. 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: expressions, structure, correct grammar, typography, etc.

Note: In most cases assessment tasks are linked to seminars activities. Attendance at all seminars is highly advisable. Where assessment tasks are conducted in seminars non-attendance will, in most cases, require alterative assessment.

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

Assessment Detail

No information currently available.

Submission

Students must retain a copy of all assessments submitted.

Students are to submit assessments online via Turnitin.

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. If the assessment is deemed non-competent students may be offered the opportunity to revise and resubmit the assessment. Students granted a resubmission will have up to 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.

Note: Attendance and participation in seminars, and/or the completion of online activities will be considered as determining factors in the offer of a resubmission.

Assessments that do not attain competence on resubmission (fail), 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.

Extensions

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

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

Late Submission

NOTE: in this course, students are assessed against the national competency standards and professional workplace standards; namely

• Ethical and professional responsibility
• Lawyers skills
• Problem solving
• Work management and business skills
• 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
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.

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 and . 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/.
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 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.

Authorised by:	Deputy Vice-Chancellor and Vice-President (Academic)
Maintained by:	Course Outlines Administrator