COMMLAW 7012 - Business and Corporations Law

North Terrace Campus - Semester 1 - 2018

This course will introduce students to a range of legal issues that impact on business. Students will learn to identify areas of legal liability and risk and how to minimise legal risk. The topics covered in the course include an introduction to the legal system, the law of business structures, contract law, consumer protection law, competition law, corporate governance including directors and officers duties, the concept of corporate personality, the corporate constitution and Replaceable Rules, company contracts, financial reporting requirements, members rights and external administration.

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Course Details

Course Code	COMMLAW 7012
Course	Business and Corporations Law
Coordinating Unit	Adelaide Law School
Term	Semester 1
Level	Postgraduate Coursework
Location/s	North Terrace Campus
Units	3
Contact	Up to 3 hours per week
Available for Study Abroad and Exchange	Y
Assessment	Assessment in this course will include a combination of two or more of the following: interim written assessment; in-class presentation; assessment of contribution to class discussion; examination (invigilated or take-home).

Course Staff

Course Coordinator: Dr Colette Langos

Semester 1
Dr Colette Langos
Room: 221 Ligertwood
Email: colette.langos@adelaide.edu.au
Consultation by appointment - please send an email.

Semester 2
Prof Christopher Symes
Room: 223 Ligertwood
Email: christopher.f.symes@adelaide.edu.au
Consultation by appointment - please send an email.

Course Timetable

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

Course Learning Outcomes

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

1. Idenitfy fundamental aspects of the Australian legal system;
2. Apply correct legal methodology: apply IRAC (Issues, Rules, Argument, Conlcusion) framework to legal problems;
3. Analyse legal themes relevant to business delaings critically;
4. Conduct basic legal research;
5. Utilise modern technology effectively;
6. Communicate legal argument effectively.

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 - 4
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, 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	1-6

Learning Resources

Required Resources

The textbook for this course is Business and Corporations Law 3rd edition Lexis Nexis by Fitzpatrick, Symes, Veljanovski and Parker

Recommended Resources

Students may find the following textbooks helpful but are not expected to purchase them:

Giancaspro & Langos, Understanding Contract Law: A Practical Guide (2016), Lexis Nexis.

Latimer, Australian Business Law 35th (or any recent) edition, CCH.

Lipton Herzberg & Welsh, Understanding Company Law 17th ed, Thomson Reuters.
.
Hanrahan Ramsey and Stapeldon, Commercial Applications of Company Law 17th (or any recent) edition, CCH.

The Corporations Act is available free at austlii.com.au/commonwealth legislation or at Commlaw.

Online Learning

Electronic copies of the lecture powerpoint slides, weekly seminar questions and assignment questions will be provided on MyUni.

Students are strongly encouraged to regularlay check myUni for updates and course communication such as Announcements.
Learning & Teaching Activities

Learning & Teaching Modes

Teaching of Business and Corporations Law will be via weekly lectures of two hours supported by weekly problem-solving tutorials of one hour and workshops examining the materials covered in the lectures. All students are expected to attend all lectures and tutorials in this course. Lectures will be recorded whenever possible.

Workload

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

The University expects full time students (that is those taking 12 units per semester) to devote a total of 48 hours per week to their studies. This means that you are expected to commit approximately 9 hours for a three unit course of private study outside your regular classes. COMMLAW7012 is a 3 unit course.

Students are expected to attend all lectures throughout the semester plus one tutorial class each week.

Tutorial classes will be held weekly commencing the week beginning Monday 29 February 2016.

Tutorial classes are an imortant componenet of your learning in this course. The communication skills developed in tutorials by regularly and actively participating in discussions after a thorough preparation are considered most important to the School and are highly regarded by employers and professional bodies.

Learning Activities Summary

Week Number Lecture topic

1 Course introduction, administration and assessment

The Australian Legal System, Torts

2 Introduction to contract law Components of a contract, Agency

3. The Offer to contract Offer, acceptance and consideration

4. Terms of a contract and Capacity Terms, Convention for International Sale of Goods, capacity

5.Misleading conduct in contract law Mistake, misrepresentation, duress, illegal contracts

6.Discharge of contract and remedies for breach of contract Discharge, remedies, E commerce

7. Business Structures Sole Traders, Partnerships, Joint Ventures, Syndicates, Associations, Trusts

8.Company Incorporation and its consequences history, ASIC, Classifications, Process of registration

9.Company’s Internal Rules, Management and contracting Replaceable rules, Dealing with companies (crime, tort, contract), Promoters, Pre-registration contracts

10.Corporate Governance: Membership, Meetings and Directors’ Duties common law equity and statute duties, duty to prevent insolvent trading

11.Corporate Governance: Members Remedies, Accounts and Financial Reporting and Audit members rights

12. External Administration of Companies Receivership, Voluntary Administration and Liquidation

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

Assessment Task	Task Type	Due	Weighting	Redeemable	Learning Outcome
Online Quiz	Individual	Week 3: Opens 13/3 @ 9am Closes 15/3 @ 9am	10%	No	1,5,6
Business Law Assignment	Individual	Week 7: Thursday 26th April @ 5pm	40%	No	1-6
Corporations Law Exam	Individual	Exam period	50%	No	1,2,3,6

Assessment Related Requirements

Assessment marks prior to the final exam will be displayed on the course website. Studetns are encouraged to check their marks and notify the course coordinator of any discrepancies.

Assessment Detail

The assessment components are as follows:

1. Online Quiz (compulsory) 10%

The Quiz will open for 48 hours in Week 3 and will consist of 20 (randomised) multiple choice questions testing students' knowledge on the Australian Legal System. Reading Chapter 1 of the text book, Lecture 1 and the Practice test given in Seminar 1 (Week 2) will be very helpful for the Quiz.

2. Business Law Assignment (compulsory) 40%

There will be an assignment testing content delivered in Lectures 2-5 (Business Law half of the course). The assignment will involve solving two legal problems and writing a short reseach essay.

This task assesses student comprehension of the Business Law component of the course. It comprises of 3 Parts and is based on content taught in Lectures 2-5. Parts 1 and 2 comprise of legal problem questions. Students are assessed on their ability to synthesise and apply correct law; think critically. Part 3 is a short research essay. Students are assessed on their research and writing skills and must demonstrate appropriate adherence to legal research principles within a business context.The word limit for this assessment is 2500-3000 words.

3. Final Exam (compulsory) 50%

There will be a final exam in the examination period focused on the Corporations Law half of the course.

Open book exam at Wayville Showgrounds, 150 minutes + 10 minutes reading time

Submission

Students must retain a copy of all assignments submitted.

All assignments will be submitted electronically via the turnitin submission box.
Trunitin is a computer program that detects plagiarised work.

Late submissions will attract penalties of 10% per day for each day or part thereof.

Extensions will generally only be given for medical or other serious reasons. All requests for extensions must be emailed to the course coodinator before the due date.

Lecturers aim to mark online and marked assignments will be aviable within three (3) weeks of the due date unless there has been an extension granted.

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.

Courses for which a result of conceded pass has been obtained may not be presented towards the degree requirements for the Bachelor of Laws or the Honours Degree of Bachelor of Laws programs, or any postgraduate law program, nor to satisfy prerequisite requirements within any law course.

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.

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 ofLearning 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.

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