Co-coordinator: Dr Jessica Viven-Wilksch

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.

The prescribed textbooks are:

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

2.  The 2024 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)). There were substantial amendments to the Act in 2023, and so older editions of this text may need significant updating as you work through the course.

Other useful textbooks for consideration:

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

Boros E & Duns, J, Corporate Law (4th ed, OUP, 2022)

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)

du Plessis, Hargovan, Harris, Principles of Contemporary Corporate Governance (4th ed, CUP, 2018)

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)

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

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.

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.

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.

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)	Corporate ethics and practical problem-solving	-
Week 4 Lectures (1 x 2 hours)	Directors' duties: definitions	Seminar 1
Week 5 Lectures (1 x 2 hours)	Directors' duties: duty of care, duties of loyalty, conflicts	-
Week 6 Lecture (1 x 2 hours)	Directors' duties: remedies and penalties for breaches of directors’ duties	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 Task	Task Type	Due	Weighting	Length	Redeemable	Learning Outcome
Online Quiz (x5)	Individual, Summative	Friday of weeks 1, 2, 5, 7 and 10	2% each = 10%	10 questions per quiz	No	1, 4
Problem-based Ethics Assignment	Individual, Summative	2pm Friday week 8	30%	1500 words	Yes	1, 2, 3, 4, 5, 6
Final Exam	Individual, Summative		60% or 90%	3 hours	No	1, 2, 3, 5

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 Assignment: 30%

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: 60% 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 60%.

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 Assignment 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 Assignment 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 Assignment, 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 assignment 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 Assignment 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.

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 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.

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.

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.