LAW 6503 - Commercial and Corporate Practice

North Terrace Campus - Semester 2 - 2014

This course aims to provide an understanding of commercial and corporate legal practice to enable you to give basic advice to a client and to conduct various commercial transactions. This course is not designed as a refresher course in corporate law rather it builds on your academic knowledge in a practical setting. It is designed to enable you, as an entry level lawyer, to be able to set up standard business structures using entities such as companies; provide basic advice on finance and securities; conduct standard commercial transactions such as the sale or purchase of a small business; be aware of the tax implications; and insolvency administration. The topics are: 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 2
    Level Postgraduate Coursework
    Location/s North Terrace Campus
    Units 3
    Contact Intensive
    Prerequisites LAW 6501
    Assumed Knowledge Commercial and Corporate Law at Undergraduate level
    Course Description This course aims to provide an understanding of commercial and corporate legal practice to enable you to give basic advice to a client and to conduct various commercial transactions. This course is not designed as a refresher course in corporate law rather it builds on your academic knowledge in a practical setting.

    It is designed to enable you, as an entry level lawyer, to be able to set up standard business structures using entities such as companies; provide basic advice on finance and securities; conduct standard commercial transactions such as the sale or purchase of a small business; be aware of the tax implications; and insolvency administration.
    The topics are: 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: Maree Cutler-Naroba

    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
    Course Timetable

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

    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).
  • Learning Outcomes
    Course Learning Outcomes
    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.
    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 19
    The ability to locate, analyse, evaluate and synthesise information from a wide variety of sources in a planned and timely manner. 1 to 19
    An ability to apply effective, creative and innovative solutions, both independently and cooperatively, to current and future problems. 1,2,3,5,6,8,10,12,16,19
    Skills of a high order in interpersonal understanding, teamwork and communication. 3,6,10,12
    A proficiency in the appropriate use of contemporary technologies. 8,13,15
    A commitment to continuous learning and the capacity to maintain intellectual curiosity throughout life. 1 to 19
    A commitment to the highest standards of professional endeavour and the ability to take a leadership role in the community. 1 to 19
    An awareness of ethical, social and cultural issues within a global context and their importance in the exercise of professional skills and responsibilities. 3,4,6,10,12
  • Learning Resources
    Required Resources
    Seminar resources are available on MyUni ONLY. Please NOTE there will be no hard copy of seminar resources printed. Students must bring along an electronic device to seminars so that they can access seminar materials. Reading resources are also available on MyUni, along with supplementary non-assessed online quizzes and activities to enhance your learning.

    Creating Commercial Structures (Topic 1)
    Law Society Publications
    • Anonymous, Creating Commercial Structures, Law Society of South Australia, 2013
    • Anonymous, Table: Company Administration Guide for Entry-Level Lawyers, Law Society of South Australia, 2012
    • Anonymous, Example completed Form 201: Applications for registration as an Australian Company, Law Society of South Australia, 2013
    Texts 
    • Cassidy, Julie, Corporations Law: Text and Essential Cases, Third Edition, Federation Press, 2010
    Other 

    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
    Online Information 
    Texts
    • 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).
    Legislation
    Insolvency Administration (Topic 5)

    Law Society Publications
    • 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


    Taxation (Topic 6)

    Resource to be advised.
    Recommended Resources

    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)

    Online Learning
    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.
  • 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 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.
    Workload

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

    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.
    Learning Activities Summary
    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%
    Specific Course Requirements
    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.
  • 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
    Topic 1: Creating Commercial Structures and Topic 2: Franchising

    Assessment:

    Short Answer Scenarios on Topics 1 and 2, 10%

    Available: 27/10/14
    Deadline: 3/11/14


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

    Assessment:

    Short Answer Scenarios on Topics 3 and 4, 10%

    Available: 29/10/14
    Deadline: 5/11/14


    Topic 5: Insolvency Administration and Topic 6 Taxation Implications

    Assessment:

    Commerical Law Scenarios inclusive of Taxation Implications 40%

    Available: 31/10/14
    Deadline: 7/11/14

    Assessment:

    Insolvency Administration - Memorandum re Client Advice 40%
    Available: 3/11/14
    Deadline: 10/11/14

    All assessments are individual assessments and are redeemable.

    The 4 assessments cover the Learning Objectives 1 to 19.
    Assessment Related Requirements
    Attendance and satisfactory participation in seminars is compulsory.
    Assessment Detail
    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
    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%.
    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.

  • 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.

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