LAW 2598 - Corporate Law
North Terrace Campus - Semester 2 - 2019
General Course Information
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 Restrictions Available to LLB 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 Coordinator: Dr Beth Nosworthy
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:
- Apply principles of corporate law in a rigorous and principled manner. Undertake legal research at an intermediate level using both primary and secondary sources.
- Apply corporate law to generate solutions to complex legal problems, and critique the operation of corporate law from a policy perspective.
- Structure and sustain concise and cohesive written arguments for a mixed lay and legal audience. Work effectively to complete complex tasks within a limited time, both as a member of a team and individually.
- Exercise appropriate strategic professional judgment in the resolution of a corporate law problem in an academic environment. Interact in a professional and ethical manner with team members and peers.
- Analyse the impact of corporate law from a policy perspective, in the context of social and cultural diversity.
- Reflect on individual ability to effectively undertake work as a member of a team, and use that reflection to inform improvement.
The incorporation process.
The corporate constitution.
Administration of companies and management of the business of companies.
Duties and liabilities of directors and officers.
Share capital and membership.
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) 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 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 Teamwork and communication skills
- developed from, with, and via the SGDE
- honed through assessment and practice throughout the program of studies
- encouraged and valued in all aspects of learning
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
4 Intercultural and ethical competency
- adept at operating in other cultures
- comfortable with different nationalities and social contexts
- Able to determine and contribute to desirable social outcomes
- demonstrated by study abroad or with an understanding of indigenous knowledges
5 Self-awareness and emotional intelligence
- a capacity for self-reflection and a willingness to engage in self-appraisal
- open to objective and constructive feedback from supervisors and peers
- able to negotiate difficult social situations, defuse conflict and engage positively in purposeful debate
Required ResourcesThe prescribed textbooks are:
1. Bottomley, Hall, Spender and Nosworthy, Contemporary Australian Corporate Law (2017, Cambridge University Press).
2. The 2019 edition of the Corporations Act 2001 (Cth) - an annotated version is strongly recommended (such as either Thomson Reuters (Robson's Annotated) or LexisNexis (Austin and Black's Annotated)).
Recommended ResourcesOther useful textbooks for consideration:
Austin, RP & Ramsay IM, Ford's Principles of Corporations Law (17th ed, LexisNexis, 2017)
Austin RP, Ford H & Ramsay I, Company Directors: Principles of Law and Corporate Governance (2nd ed, LexisNexis, 2018)
Boros E & Duns, J, Corporate Law (3rd ed, OUP, 2013)
Ciro T & Symes C, Corporations Law: In Principle (9th ed, Thomson, 2013)
Harris J, Hargovan A & Adams M, Australian Corporate Law (6th ed, LexisNexis, 2017)
Harris J, Company Law: Theories, Principles and Applications (2nd ed, LexisNexis, 2015)
Lipton P, Herzberg A & Welsh M, Understanding Company Law (18th ed, Thomson Reuters, 2016)
Quilter M, Company Law Perspectives (3rd ed, Thomson Reuters, 2017)
Redmond P, Corporations and Financial Markets Law (7th ed, Thomson Reuters, 2017)
Symes C & Duns J, Australian Insolvency Law (3rd ed, LexisNexis, 2015)
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 LearningThis 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 ModesThe Corporate Law course has a value of 3 units and will involve two 2-hour lectures for six weeks and one 2-hour seminar for six weeks.
Lectures (two [two–hour] per week from weeks 1-6, 12) 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. The content of the course will be delivered in weeks 1-5, there will be a research methods lecture in week 6, and a revision lecture in week 12.
Seminars (one [two-hour] per week from weeks 6-11) will commence in week 6 after the entire course has been lectured in the first five weeks, in order to concentrate on in-depth consideration of questions, including problem-solving, 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.
The information below is provided as a guide to assist students in engaging appropriately with the course requirements.Contact time: attend 4 hours of lectures per week in weeks 1-5, 6/12 and 2 hours of seminars per week in weeks 6-11. This amounts to 36 hours of formal class time across the semester.
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 1-5 and 6/12, that means a further 8 hours of independent study, and in weeks 6-11 that means a further 10 hours of independent study.
Learning Activities Summary
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 Lectures (2 x 2 hours)
- Directors' duties
Week 4 Lectures (2 x 2 hours)
- Insolvent trading, Remedies and penalties for breaches of directors’ duties
- Members' remedies
Week 5 Lectures (2 x 2 hours)
- Insolvency: Receivership and Administration
- Insolvency: Liquidation
Week 6 Lecture (1 x 2 hours)
- Research methods lecture, to provide support for the group research project
Weeks 6-11 Seminars (1 x 2 hours)
- Problem based learning, guided by an ongoing scenario, with student group presentations based on their research project in week 8
Week 12 Lecture (1 x 2 hours)
Specific Course RequirementsHurdle Requirement
To pass the course, students MUST attend their group research presentation, which will take place in the week 8 seminar (in the same seminar in which they are enrolled for the remainder of the semester). Attendance is compulsory, and students who do not attend the required seminars in week 8 will FAIL the course.
In extraordinary medical or compassionate circumstances ONLY, students may apply (by email to the course coordinator) to submit written work in lieu of attendance. Even in such circumstances, entitlement to share in the Research Assignment mark will depend on the student making an alternative contribution to their group's research project. This requirement exists because the group research project can only work effectively if every member of every group contributes to the research project being undertaken.
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 Task Task Type Due Weighting Length Redeemable Learning Outcome Online Quiz (x5) Individual, Summative
Friday of weeks 1-5
2% each = 10% 10 questions per quiz No 1 Group Presentation Group, Formative In seminars, week 8 - - n/a 1, 4, 6 Group Research Paper Group, Summative 2pm Monday 30 September 25% 2000 words Yes 1-6 Exam Individual, Summative 65% or 90% 2.5 hours No 1, 2, 3, 5
Assessment Detail1. 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 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 week’s lecture, no extensions will be granted.
2. Research Presentation (Group)
Students will be provided with a list of research questions in week 5 of the semester, and will be divided into groups to write their research paper responding to one of these questions (see below). As part of the research process, each group will need to complete a research plan, which they will present in their groups to their seminar class in week 8 (Mon 16 - Fri 20 September) and receive feedback from the other groups in their seminar and their seminar leader.
The research plan will involve setting out an outline of the structure of the research paper, the chosen headings for each part of the structure, what the content of each heading will address in order to answer the research question (the arguments to be made), the division of labour within the group, and will conclude with a list of resources located by the group to support their argument. Attendance at the seminar by all group members is compulsory (this is a hurdle requirement for the course - see above) but not all group members need to speak within the presentation, as long as they contribute in other ways.
The feedback provided will give the groups a short window in which to further polish their research paper, and correct any inconsistencies noted or research defecits highlighted. It will also be important in the event of a student failing to contribute appropriately to the group work. This is group assessment, and although detailed feedback will be provided in the seminar, it will not be graded.
3. Research Paper (Group): 25%
Students will work in groups of 4 to 6 to complete a group Research Paper, which will be due at 2 pm on Monday 30 September (during the mid-semester break). Students select a topic from a list of research questions provided (in week 5), analyse the issues raised, the relevant law and propose any desired law reform with a 2000 word paper.
Although the paper is submitted as a group, students can receive an individual mark which varies from the group mark (see below). The mark for this compulsory project is redeemable by the final exam provided a mark of 50% or above is achieved, or a bona fide effort has been demonstrated.
Failure to contribute to your group
Within the Research Plan (above) groups must address the chosen group structure and the division of labour, including labour on the presentation. If a student fails to contribute appropriately to their group, they will be subject to a mark penalty that adjusts their mark for this item of assessment down to a level commensurate with their contribution. This lower mark will also become non-redeemable and thus count in full towards their final grade. Information about how to work in groups, and the processes to be followed in the event of a failure to contribute appropriately, will be made available on MyUni.
4. Final Exam: 65% or 90%
There will be a final exam of 160 mins, which includes 10 minutes’ reading time (2.5 hours + 10 minutes reading time). It will be held in the University examination period. It will comprise two problem questions of equal value. The exam will cover the topics lectured in weeks 1-5, 12 and revised in the seminars in weeks 6-11. The exam is open book: that is, students may bring into the exam any books, notes, and materials, other than books from the library.
The weighting of the final exam will vary, depending on whether or not the Research Paper result is redeemed. If a student achieves 50% or more on the Research Paper, but their final result is better with that mark excluded, then the final exam is worth 90%. If a student does not achieve 50% on the Research Paper, or their final result is better with that mark included, then the final exam is worth 65%.
The Research Paper 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.
There will be no extensions granted for the Online Quizzes.
Requests for extensions for the Research Paper 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 online at Unified). 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 Coordinator 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.
- Late Submission: For the Research Paper, 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.
- 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. Feedback for the Research Presentations will be provided in the seminar in week 8. The Research Paper 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.
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).
ModerationIn 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 ExaminersStudents 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.
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 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.
- Academic Support with Maths
- Academic Support with writing and speaking skills
- Student Life Counselling Support - Personal counselling for issues affecting study
- International Student Support
- AUU Student Care - Advocacy, confidential counselling, welfare support and advice
- Students with a Disability - Alternative academic arrangements
- Reasonable Adjustments to Teaching & Assessment for Students with a Disability Policy
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 ProgramLex 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 SupportThe 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 Credit Arrangement Policy
- Academic Honesty Policy
- Academic Progress by Coursework Students Policy
- Assessment for Coursework Programs
- Copyright Compliance Policy
- Coursework Academic Programs Policy
- Elder Conservatorium of Music Noise Management Plan
- Intellectual Property Policy
- IT Acceptable Use and Security Policy
- Modified Arrangements for Coursework Assessment
- Student Experience of Learning and Teaching Policy
- Student Grievance Resolution Process
Academic HonestyAcademic 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.
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.