COMMLAW 7012 - Business and Corporations Law

North Terrace Campus - Semester 2 - 2023

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 Australian legal system, principles of contract law, consumer protection law, various business structures, the concept of corporate personality, company contracts, directors' duties and financial reporting requirements.

  • 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 Australian legal system, principles of contract law, consumer protection law, various business structures, the concept of corporate personality, company contracts, directors' duties and financial reporting requirements.
    Course Staff

    Course Coordinator: Dr Francesco de Zwart

    Dr Colette Langos
    Room: 221 Ligertwood
    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, Conclusion) framework to legal problems;
    3. Analyse legal themes relevant to business dealings 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)

    Attribute 1: Deep discipline knowledge and intellectual breadth

    Graduates have comprehensive knowledge and understanding of their subject area, the ability to engage with different traditions of thought, and the ability to apply their knowledge in practice including in multi-disciplinary or multi-professional contexts.


    Attribute 2: Creative and critical thinking, and problem solving

    Graduates are effective problems-solvers, able to apply critical, creative and evidence-based thinking to conceive innovative responses to future challenges.


    Attribute 3: Teamwork and communication skills

    Graduates convey ideas and information effectively to a range of audiences for a variety of purposes and contribute in a positive and collaborative manner to achieving common goals.


    Attribute 4: Professionalism and leadership readiness

    Graduates engage in professional behaviour and have the potential to be entrepreneurial and take leadership roles in their chosen occupations or careers and communities.


    Attribute 5: Intercultural and ethical competency

    Graduates are responsible and effective global citizens whose personal values and practices are consistent with their roles as responsible members of society.


    Attribute 7: Digital capabilities

    Graduates are well prepared for living, learning and working in a digital society.


    Attribute 8: Self-awareness and emotional intelligence

    Graduates are self-aware and reflective; they are flexible and resilient and have the capacity to accept and give constructive feedback; they act with integrity and take responsibility for their actions.

  • Learning Resources
    Required Resources
    The prescribed textbook is:

    Fitzpatrick, Symes, Veljanovski & Parker, 'Business and Corporations Law', 5th edition (LexisNexis).

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

    Francesco de Zwart and Shannon Campbell (Eds.), Company and Business Law: A Custom Publication, LexisNexis, 2023, ISBN: 9780409358742 (paperback), eISBN: 9780409358759 (e-book).

    For students wishing to purchase the book from LexisNexis, here is a link to their estore:

    Giancaspro & Langos, Contract Law: Principles and Practice (2021), 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 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
    Business and Corporations Law will be delivered via weekly online lectures. All lectures will be available on Echo360 (Course MyUni Page). The first part of the lecture will relay critical content and the second part will focus on solving a legal problem based on lecture material. Further, students are highly encourage to attend a weekly seminar (tutorial) of 50 minute duration. The majority of seminars will involve problem solving exercises based on lecture content and set reading materials. Students can enrol either in an on-campus seminar or a live zoom seminar.

    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
    Learning activities including information on set readings, lecture topics, seminar problem questions are outline in the Study Guide available on MyUni.

    Topic Summary Table: This Table is a Guide and may be subject to change.
    Week Topics Seminars
    1 Course Overview; Introduction to the Australian legal System No Seminars in Week 1
    2 Contract Formation (Focus on Offer & Acceptance) Practice Quiz on the Australian Legal System
    3 Contract Performance (Focus on Express Terms) Legal problem on Offer and Acceptance
    4 Contract Termination and Remedies Legal problem on Express Terms
    5 Australian Consumer Law (ACL) (Focus on Misleading or Deceptive Conduct and Unconscinable Conduct) Legal Problem on Damages
    6 Academic Integrity, Research and Writing  Legal Problem on Misleading or Deceptive Conduct (ACL)
    7 Business Structures other than Companies (Focus on Partnerships) Legal Problem on Unconscionable Conduct
    8 Companies (Focus on Company Types and the Incorporation Process) Legal Problem on Partnerships
    9 Pre-registration contracts Short Answer Questions on Company Types and Company Incorporation
    10 Directors Duties Legal Problem on Pre-registration Contracts
    11 Financial Reporting Requirements Legal Problem on Directors Duties
    12 Exam Preparation and Information Legal Problem on Financial Reporting Requirements
  • 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
    Online Quiz on Australian Legal System Individual Week 3:
    Opens 8/8 @ 9am 
    Closes 10/8  @9am
    5% 20 multiple choice No 1,5,6
    Online Quiz on Australian Consumer Law Individual Week 8:
    Opens 12/9 @ 9am  Closes 14/9 @ 9am
    5% 20 multiple choice No 1,5,6
    Mid-Semester Assignment Individual or Group Start of Mid-semester Break 
    Monday 18th September at 2pm
    30% 2500 max No 1 - 6
    Corporations Law Exam  Individual Exam period 60% 120 minutes  No 1,2,3,6
    Assessment Detail
    The assessment components are as follows:

    Online Quiz
    First Online Quiz (5%) Week 3
    Second Online Quiz (5%) Week 8

    Release Dates:
    The first Online Quiz will be available from 9am on Tuesday 8th August 2023 to 9am on Thursday 10th August 2023 (Week 3) via the relevant link on MyUni.

    The second Online Quiz will be available from 9am on Tuesday 12th September 2023 to 9am Thursday 14th September 2023 (Week 8) via the relevant link on MyUni.

    Each Online Quiz will comprise of 20 multiple choice questions. Quiz questions for each individual student are drawn from a larger bank of questions and randomised.

    The first Online Quiz will test student knowledge on the Australian Legal System. The second Online Quiz will test student knowledge of the Australian Consumer Law.

    Business Law Assignment (30%)

    The Assignment is due Monday 18th September 2023 at 2pm (start of Mid-semester break) and must be submitted via MyUni.

    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.

    Students may submit this assessment piece as an individual assignment or a group assignment (up to 4 people in a group) where all group members will be awarded the same mark. All students must sign up (self select) into a group (if you want to work alone you place yourself in a group of 1) via MyUni by the end of Week 5.The word limit for this assessment is 2500 words regardless if you submit as an individual assignment or a group assignment.

    Final Exam (60%)

    The Exam is an open book invigilated Exam on a date set by the University during the Exam period. Examinable content will be drawn from content covered in Weeks 7-11. More information will be given as the exam date approaches.
    Students must retain a copy of all assignments submitted.

    All assignments will be submitted electronically via the MyUni submission box.
    Turnitin is a computer program that detects plagiarised work. All assessments will be submitted and monitored through textor code comparative software (e.g. Turnitin) where possible.

    Where submissions exceed the maximum word count, a penalty of 5% will be imposed for every 100 words over the maximum word count. Late submissions will attract penalties of 5% 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 available 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.

    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).

    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 ( 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 course is constantly being updated and revised to reflect the evolution of the law, to respond to student feedback, and to engage with the latest teaching practices. Student feedback is collected each time the course is run, including through SELT reports. Previous SELT reports, and staff feedback on them, are posted on the course MyUni site for students to view and consider.
  • 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 Integrity
    All students must be familiar with the University’s Academic Integrity Policy. Academic Misconduct is a serious matter and is treated as such by the Law School and the University. Academic Misconduct (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 Integrity 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.