LAW 2598 - Corporate Law

North Terrace Campus - Semester 2 - 2022

This course examines corporate law in Australia today, including: regulation of companies under Corporations Act; the incorporation process and its consequences; internal regulation and dealing with outsiders; share capital, company membership and disclosure obligations; the duties and liabilities of directors and other officers of a corporation; members' powers and remedies; and the regulation of corporations in financial difficulty including the administration and the winding up processes.

  • General Course Information
    Course Details
    Course Code LAW 2598
    Course Corporate Law
    Coordinating Unit Adelaide Law School
    Term Semester 2
    Level Undergraduate Law (LLB)
    Location/s North Terrace Campus
    Units 3
    Contact Up to 3 hours per week (when averaged over the Semester)
    Available for Study Abroad and Exchange Y
    Prerequisites LAW 1501
    Incompatible LAW 2004; LAW 2505
    Assumed Knowledge LAW 2502; LAW 1509; LAW 1510
    Restrictions Available to LLB and B.Criminology with B.Laws and BArts Advanced with B.Laws students only
    Course Description This course examines corporate law in Australia today, including: regulation of companies under Corporations Act; the incorporation process and its consequences; internal regulation and dealing with outsiders; share capital, company membership and disclosure obligations; the duties and liabilities of directors and other officers of a corporation; members' powers and remedies; and the regulation of corporations in financial difficulty including the administration and the winding up processes.
    Course Staff

    Course Coordinator: Associate Professor Beth Nosworthy

    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. Apply principles of corporate law in a rigorous and principled manner, engaging actively with both primary and secondary materials.
    2. Apply corporate law to generate solutions to complex legal problems, and critique the operation of corporate law from a policy perspective.
    3. Structure and sustain concise and cohesive written arguments for a legal audience. Work effectively to complete complex tasks within a limited time.
    4. Exercise appropriate strategic professional judgment in the resolution of a corporate law problem in an academic environment.
    5. Analyse the impact of corporate law from a policy perspective, in the context of social and cultural diversity, with an understanding of the ethical framework for professionals.
    6. Reflect on individual ability to effectively undertake written work, and use that reflection to inform improvement.
    The Legal Practitioners' Education and Admissions Council (LPEAC) sets rules for the academic requirements for admission to legal practice in South Australia. Students must demonstrate a satisfactory level of understanding and application of 11 core areas of legal knowledge. This course teaches the following topics within these core areas:

    COMPANY LAW: 
    Corporate personality.      
    The incorporation process.    
    The corporate constitution.    
    Company contracts.    
    Administration of companies and management of the business of companies.     
    Duties and liabilities of directors and officers.     
    Share capital and membership.     
    Members' remedies.      
    Company credit and security arrangements.   
    Winding up of companies.
    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.

    1

    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.

    2

    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.

    3

    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.

    4

    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.

    5

    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.

    6
  • Learning Resources
    Required Resources
    The prescribed textbooks are:

    1.  Bottomley, Hall, Spender and Nosworthy, Contemporary Australian Corporate Law (2nd Edition, 2020, Cambridge University Press).

    2.  The 2022 edition of the Corporations Act 2001 (Cth) - an annotated version is strongly recommended (such as either Thomson Reuters (Finnane & Harris' Annotated) or LexisNexis (Austin and Black's Annotated)).
    Recommended Resources
    Other useful textbooks for consideration:

    Austin, RP & Ramsay IM, Ford's Principles of Corporations Law (17th ed, LexisNexis, 2018)

    Austin RP, Ford H & Ramsay I, Company Directors: Principles of Law and Corporate Governance (2nd ed, LexisNexis, 2017)

    Lipton P, Herzberg A & Welsh M, Understanding Company Law (20th ed, Thomson Reuters, 2019)

    Quilter M, Company Law Perspectives (4th ed, Thomson Reuters, 2019)

    Redmond P, Corporations and Financial Markets Law (7th ed, Thomson Reuters, 2017)

    Hargovan A, Brown C & Adams M, Australian Corporate Law (7th ed, LexisNexis, 2020)

    Harris J, Company Law: Theories, Principles and Applications (2nd ed, LexisNexis, 2015)

    Boros E & Duns, J, Corporate Law (3rd ed, OUP, 2013)

    Symes C, Parker D, Fitzpatrick J and Veljanovski A, Business and Corporations Law (4th ed, LexisNexis 2019)

    Symes C, Brown D and Lombard S, Australian Insolvency Law (4th ed, LexisNexis, 2019)

    Australian Corporations Law: Principles and Practice, 3 vols (online), LexisNexis

    Useful Online sites include:

    The Australian Securities and Investments Commission [‘ASIC’] www.asic.com.au

    The Australian Securities Exchange [‘ASX’] www.asx.com.au

    Department of Treasury www.treasury.gov.au 

    Australian Legal Information Institute: www.austlii.edu.au
    Online Learning
    This course will use MyUni for announcements, PowerPoint slides, lecture outlines, online lecture recording and streaming, and any additional case and other material required to be read for seminars. This course will also require you to use MyUni for some assessment, including quizzes and submitting your research assignment.

    Assignments and announcements relating to assignments will also be posted. Students are expected to check MyUni regularly and often to keep up to date with these materials and additional learning resources that will be made available throughout the course.
  • Learning & Teaching Activities
    Learning & Teaching Modes
    The Corporate Law course has a value of 3 units and will involve a series of 2-hour lectures and a set of 2-hour seminar across the semester.  In order to give students the best chance to succeed in this subject, we will deliver the first five lectures in the first three weeks, before the seminars commence in week 4.  This enables the preliminary content to be delivered in entirety, before students engage in the problem-based learning within the seminars, to apply the law to a set of facts.

    Lecture and Seminar Schedule
    Week:    Lecture no: Seminar no:
    1 1
    2
    -
    2 3
    4
    -
    3 5 -
    4 6 1
    5 7 -
    6 8 2
    7 9 -
    8 - 3
    = mid-semester break =
    9 10 -
    10 11 4
    11 - 5
    12 12 6
    = Swot Vac =
    The lecture topics are set out under the Learning Activities Summary heading, below.

    Lectures will generally take the form of an outline of the topic and its key issues. Students are expected to keep up with the corresponding reading, or as otherwise indicated by the lecturer.  Lecturers may provide outlines, slides or additional material.  Lectures are slightly front-loaded, to enable student engagement with the problem-based seminars and to allow significant time for review of the course as a whole before the final assessment.

    Seminars will commence in week 4 including problem-solving on the basis of a set of facts and short video, provided in advance of the seminar. Students are expected to read the cases and other materials and questions set prior to the seminar, and to prepare written answers to the seminar questions as part of their preparation and revision for the exam. Seminars are an important component of your learning in this course and therefore it is in your interests to make every effort to attend them and participate. The communication skills developed in seminars by regularly and actively participating in discussions are considered to be important by the School, and are highly regarded by employers and professional bodies. Seminars in this subject will include a presentation, as part of a group, which is peer assessed.
    Workload

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

    Contact time varies across the semester, depending on which week it is.  The combination of lectures and seminars across the semester amounts to 36 hours of formal class time.

    In addition to the time spent attending the lectures and seminars, there is a requirement that students prepare for seminars. To actively and productively participate, students will have to do reading and preparation. The University expects full time students (those undertaking 12 units per semester) to devote a total of 48 hours per week to their studies. As a three-unit course, that means in weeks where there is 4 hours of delivery (either in lectures or lecture + seminar), that means a further 8 hours of independent study, and in weeks with only 2 hours of lecture or seminar, a further 10 hours of independent study.
    Learning Activities Summary
    Schedule
    Week 1 Lectures
    (2 x 2 hours)
    • History and regulation corporations law, Corporate theory
    • Companies under the Corporations Act, the role of ASIC, Registration, Company organs and internal structure
    -
    Week 2 Lectures
    (2 x 2 hours)
    • Company contracting and relationship with outsiders, shares and capital
    • Disclosure, Membership/meetings
    -
    Week 3 Lecture
    (1 x 2 hours)
    • Directors' duties: definitions
    -
    Week 4 Lectures
    (1 x 2 hours)
    • Directors' duties: duty of care, duties of loyalty, conflicts
    Seminar 1
    Week 5 Lectures
    (1 x 2 hours)
    • Directors' duties: remedies and penalties for breaches of directors’ duties
    -
    Week 6 Lecture
    (1 x 2 hours)
    • Corporate ethics and practical problem-solving
    Seminar 2
    Week 7 Lecture
    (1 x 2 hours)
    • Members' remedies
    -
    Week 8
    • No Lecture
    Seminar 3
    Week 9 Lecture
    (1 x 2 hours)
    • Insolvency: Receivership and AdministrationInsolvency: Liquidation
    -
    Week 10 Lecture
    (1 x 2 hours)
    • Insolvency: Liquidation
    Seminar 4
    Week 11
    • No Lecture
    Seminar 5
    Week 12 Lecture
    (1 x 2 hours)
    • Revision
    Seminar 6
  • 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 (x5) Individual, Summative

    Friday of weeks 1, 2, 4, 7 and 10

    2% each = 10% 10 questions per quiz No 1, 4
    Problem-based Ethics Essay Individual, Summative 2pm Friday week 8 20% 1500 words Yes 1, 2, 3, 4, 5, 6
    Final Exam Individual, Summative 70% or 90% 3 hours No 1, 2, 3, 5
    Assessment Detail
    1. Online Quizzes: 10% (5 x 2%)

    Students will be expected to complete five quizzes counting for 2% each. Each quiz will involve 10 multiple choice questions chosen at random from a pool of questions on material covered in the lectures given up to that week, and will be available from 9:01pm each Thursday evening to 11:59pm on each Friday evening. These will be completed online on MyUni, and marked out of 10 (each question worth 0.2%). Students may only take each quiz once. These marks are not redeemable. As the quizzes are intended to provide revision and reinforcement of the material covered in that set of lectures, no extensions will be granted.

    2. Problem-based Ethics Essay: 20%

    Students will be provided with a problem question, which they must respond to in writing.  This may involve undertaking research to supplement the content of the Ethics lecture delivered in week 6.

    Failure to make a bona fide effort

    This piece of assessment is redeemable, if it benefits your grade, by the grade achieved in the final assessment, as long as the submission made is a bona fide effort.  Should the submitted paper be considered not to meet this threshold, which can include fail papers, then the mark achieved will not be redeemable by the final exam.

    3. Final Exam: 70% or 90%

    There will be a final exam of 180 mins (3 hours). It will comprise of problem-based questions. The exam will cover all topics lectured and revised in the seminars.

    The weighting of the final exam will vary, depending on whether or not the Ethics Essay result is redeemed. If you achieve 50% or more on the Ethics Essay, but your final result is better with that mark excluded, then the final exam is worth 90%. If you do not achieve 50% on the Ethics Essay or make a bona fide effort to complete that assessment (see above), or your final result is better with that mark included, then the final exam is worth 70%.
    Submission

    All assessments will be submitted and monitored through text or code comparative software (e.g. Turnitin) where possible.

    The Quizzes must be completed on MyUni.  The Ethics Essay must be handed in electronically on MyUni. 

    Students must ensure their student number appears on all written work submitted for assessment (not in the name of the file, but in the actual document itself).

    Electronic copies of the assignment as handed in must be retained by students.

    Assignments will be returned electronically.

    It is also advisable to keep a copy of all written work after it has been assessed and returned.

    Students will be provided with specific submission instructions as part of the assessment instructions for each item of assessment which will be made available on MyUni.

    All written work in the Law school is required to comply with the approved Law School style guide, The Australian Guide to Legal Citation.

    Extensions: 

    There will be no extensions granted for the Online Quizzes.

    Requests for extensions for the Ethics Essay must be made electronically according to law school policy. Extensions will be granted only for unexpected illness, hardship or on compassionate grounds in accordance with University Policy.

    Students who wish to apply should apply for an extension by completing the online Application for Extension form (found here: Law School Intranet). The application must give details of the extent and length of the student’s incapacity, and the length of extension that is requested.

    The Course Co-ordinator will email students with the outcome of their request as soon as possible after it is received. If an extension is granted, it is only provisional until formal evidence of the incapacity is received. Students must make note of this evidence and the details of the email granting the extension at the top of the assignment when it is submitted. The evidence submitted must be consistent with details provided in the email requesting the extension. If the details of the request for an extension, and the medical or other evidence verifying the reason for the extension are not consistent in all respects, the extension may be nullified, and the Course Coordinator may in their discretion decide not to accept the assignment, or impose a penalty for late submission.

    You can apply for an extension at any time before the due date for an assignment (except for the quizzes). However, you are strongly advised to make your application as soon as the need becomes apparent.  Delay in making an application obviously involves the risk that there will be insufficient time to complete the assignment (with consequential loss of marks) if the application for extension is refused.

    If an application is made within two days of the due date, or after the due date has expired, it will not be granted unless the Course Co-ordinator is satisfied: that the circumstances warrant an extension; and there was no unreasonable delay in making the application.

    If your request for an extension is rejected, you can appeal in writing to the Student Appeals Committee, via the Secretary to the Student Appeals Committee, within seven days of notification of rejection by the Course Co-ordinator.

    Penalties:

    1. Late Submission: For the Ethics Essay, penalties of 5% (of the total mark of the assignment) each day (or part thereof) will be deducted for late submission (including weekends and public holidays).  For example, an essay that is submitted after the due date and time but within the first 24 hour period, and that has been graded at 63%, will have 5% deducted, for a final grade of 58%. An essay that is more than 24 hours late will lose 10%, etc. The online quizzes cannot be completed after the deadline has passed, and so late submission is not possible.
    2. Word Length: 5% of the total mark possible for a written assessment will be deducted for every 100 words (or part thereof) by which it exceeds a stipulated word limit. For example, a 2,000 word essay graded at 63% will have 5% deducted if it is between 2,001 and 2,100 words long for a final mark of 58%. If the essay is between 2,101 and 2,200 words long, 10% will be deducted for a final mark of 53%, etc. Words are calculated including quotations and headings within the text, and substantive footnotes, but excluding standard footnotes, cover page information, and bibliography. A substantive footnote is any footnote which includes sentences (full or partial), whether alongside or without a citation, but does not include the standard footnote references as set out in the AGLC in Chapters 1.2 'Introductory Signals for Citations', 1.3 'Sources Referring to Other Sources' and 1.4 'Subsequent References'.

    Turnaround time: The Online Quizzes will be marked and those marks available to view as soon as the deadline for each has passed. The answers to the quizzes will not be made available online but may be discussed in the revision lecture. The Ethics Essay will be returned to students within 4 weeks of the submission date with written feedback. General feedback, as well as specific individual feedback, will be provided. Students will be notified by email when assignments are available to view online.

    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).

    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.

    Student feedback 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.