COMMLAW 7012 - Business and Corporations Law

North Terrace Campus - Semester 2 - 2019

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.

  • General Course Information
    Course Details
    Course Code COMMLAW 7012
    Course Business and Corporations Law
    Coordinating Unit Adelaide Law School
    Term Semester 2
    Level Postgraduate Coursework
    Location/s North Terrace Campus
    Units 3
    Contact Up to 3 hours per week
    Available for Study Abroad and Exchange Y
    Course Description 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.
    Course Staff

    Course Coordinator: Dr Colette Langos

    Dr Colette Langos
    Room: 221 Ligertwood
    Email: colette.langos@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.

  • Learning Outcomes
    Course Learning Outcomes
    On successful completion of this course, students will be able to:

    1. Identify 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
    Learning and Teaching Activities include weekly lectures and seminars (tutorials). Weekly lectures are given in 2 hour blocks. Weekly seminars are 50 minutes duration.
    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 (i.e. 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 of private study in addition to your regular classes.
    Learning Activities Summary
    This summary is subject to change. Any amendments will be advised on MyUni.
    Schedule
    Week Lecture Seminar
    Week 1 Course Information/Introduction; Australian legal system; IRAC No Seminar
    Week 2 Contract formation Practice Quiz on Australian legal system
    Week 3 Terms of a contract Contract formation
    Week 4 Contract termination and remedies Terms of a contract
    Week 5 Australian Consumer Law Contract termination
    Week 6 Revision workshop for Assignment Australian Consumer Law
    Week 7 Partnership Business structures
    Week 8 Introduction of companies, incorporation and its effects Partnership
    Week 9 Management of companies Incorporation
    Week 10 Membership and directors Management
    Week 11 Members' remedies, financial reporting, dividends Directors' duties
    Week 12 Corporate insolvency and exam revision Members' remedies
  • 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
    Assessment Task Task Type Due Weighting Length Redeemable Learning Outcome
    Quiz Individual Week 3:Opens 13/8 9am – Closes 15/8 9am. 10% 20 questions No 1,5,6
    Business Law Assignment Individual Friday 13th September 2pm 40% 2500 words No 1-6
    Exam Individual Date to be released by University 50% 150 minutes +10 minutes reading time No 1,2,3,6
    Assessment Detail
    Assessment structure is as follows:

    1. Online Quiz - Week 3 Tuesday 13/8 9am - Thursday 15/8 9am.

    This task will require students to answer 20 multiple choice questions on the Australian legal system based on Chapter 1 of the text book 'Business and Corporations Law' (Fitzpatrick, Symes, Veljanovski and Parker) and the practice Quiz which will be conducted in the first seminar held in Week 2.

    The Online Quiz will be open for 48 hours. During that time students must complete the Quiz. Extensions will not be granted. Students can only submit answers once.

    Further instructions will be given in the lectures.

    2. Business Law Assignment - Due date Friday 13th September 2019 at 2pm

    This task will require students to solve two legal problems on Business Law topics covered in Weeks 2-5 using the IRAC method (method explained in Week 1 lecture) and to answer one research-based question.

    This task assesses student comprehension of the Busines 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 probelm questions. Students are assessed on their ability to synthesise and apply correct law; think criticallly. Part 3 consists of a short research paper. Students are assessed on their research and writing skills and must demonstrate appropriate adherence to legal research principles within a business
    context.

    The maximum word limit is 2500 words. Submission via MyUni.

    Further information will be given in lectures.

    3. Corporate Law Exam - date to be determined

    The exam will focus ONLY on Corporate Law component of the course taught  in Weeks 7-12.

    Exam length: 150 minutes + 10 minutes reading time. Open book exam at Wayville Showgrounds

    Further details will be given when the Corporate Law part of the course commences.
    Submission
    Standard Adelaide Law School submission requirements apply. Specific information will be provided in the assessment instructions for each item of assessment
    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.