LAW 2598 - Corporate Law

North Terrace Campus - Semester 2 - 2018

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 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 Staff

    Course Coordinator: Dr 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. Undertake legal research at an intermediate level using both primary and secondary sources.
    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 mixed lay and legal audience. Work effectively to complete complex tasks within a limited time, both as a member of a team and individually.
    4. 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.
    5. Analyse the impact of corporate law from a policy perspective, in the context of social and cultural diversity.
    6. Reflect on individual ability to effectively undertake work as a member of a team, 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:

    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.



    Professional and personal conduct in respect of a
    practitioner's duty:
    to the law;   
    to the Courts;    
    to clients…; and     
    to fellow practitioners. [in respect of corporate matters, not including trust accounting]

    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)
    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
    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
    Career and leadership readiness
    • technology savvy
    • professional and, where relevant, fully accredited
    • forward thinking and well informed
    • tested and validated by work based experiences
    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
    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
  • Learning Resources
    Required Resources
    The prescribed textbook is:

    Bottomley, Hall, Spender and Nosworthy, Contemporary Australian Corporate Law (2017, Cambridge University Press).

    Students must also obtain a 2018 copy of the Corporations Act 2001 (Cth) - an annotated version is strongly recommended, and is available in a bundle with the Bottomley, Hall, Spender and Nosworthy text.
    Recommended Resources
    Other 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’]

    The Australian Securities Exchange [‘ASX’]

    Department of Treasury 

    Australian Legal Information Institute:
    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 the SGDE.

    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 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) 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.

    Seminars (one [two-hour] per week from weeks 7-12) will commence in week 7 after the entire course has been lectured in the first six 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. 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 1-6 and 2 hours of seminars per week in weeks 7-12. 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 1-6, that means a further 8 hours of independent study, and in weeks 7-12 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 Lectures (2 x 2 hours)

    • Revision
    • Establishing SGDE groups and expectations

    Weeks 7-12 Seminars (1 x 2 hours)

    • Problem based learning, guided by an ongoing scenario, with a further dedicated SGDE in week 8
    Specific Course Requirements
    Hurdle Requirement

    To pass the course, students MUST attend the Small Group Discovery Experience, which will take place in the week 6 lecture and 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 weeks 6 and 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 SGDE Assignment mark will depend on the student making an alternative contribution to their group's research project.

    This requirement exists because the Small Group Discovery Experience can only work effectively if every member of every group contributes to the research project being undertaken.
    Small Group Discovery Experience
    To ensure deep discipline knowledge, teamwork and communication skills, students will undertake a group research project in Corporate Law. This will take place in weeks 6 and 8 of the course, once the formal lecturing has been completed, giving students an opportunity to engage on a deeper level with a topic which interested them earlier in the course.

    In the second week 6 lecture time, the first SGDE session will establish the groups and academic staff will assist the students to refine their research topics. There will be a short instruction on legal research and group work skills, and then students will be allocated into groups of between 4 and 6 members from within their seminar class to undertake research into a current corporate law problem. 

    In week 8, SGDE sessions will be held in the seminar timeslot, enabling staff to give feedback to students on their research plan and any preliminary research undertaken in a small group setting.  The week 8 SGDE class will:
    • be held in the Law Library computer suite (with access to all Law Library facilities);
    • be supervised by leading academic researchers in corporate law; and
    • have library staff who are legal research experts available to assist.
    Full instructions on the SGDE will be made available to students on MyUni.
  • 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 Redeemable Learning Outcome
    Online Quiz (x5) Individual, Summative

    Friday of weeks 1-5

    2% each = 10% No 1
    Research Plan Group, Formative 2pm Friday Week 7 - n/a 3, 4, 6
    SGDE Research Paper Group, Summative 2pm Tuesday Week 9 25% Yes 1-6
    Exam Individual, Summative 65% or 90% No 1, 2, 3, 5
    Assessment Detail
    1. Online Quizzes: 10% (5 x 2%)

    Students will be expected to complete five quizzes, released on Fridays in weeks 1 to 5, 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 that week, and will be available from 12:01am-11:59pm on each Friday. 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 Plan

    Each group within the SGDE will need to complete a research plan between their introduction to the SGDE in week 6 and their intensive SGDE class in week 8. The research plan will involve completion of a proforma provided to students, identifying the research topic, the preliminary sources located, the chosen group structure, division of labour and the timetable for completion of the project. These plans will be used to form the basis of the discussion with the members of staff attending the SGDE sessions in week 8, and so will be of significant assistance to the groups in receiving early feedback on their research idea, plan and implementation. It will also be important in the event of a student failing to contribute appropriately to the group. This is group assessment, and although detailed feedback on the plan will be provided by staff, it will not be graded.

    3. SGDE Research Paper: 25%

    Students will work in groups of 4 to 6 to complete a group Research Paper as part of their Small Group Discovery Experience, which will be due at 2 pm on Tuesday in week 9. Students select a current or recent topic of interest and analyse the issues raised, the relevant law and propose any desired law reform with a 2000 word paper. The paper will set out:
    • the relevant facts including, where applicable, their commercial context;
    • the legal and ethical issues arising from the facts;
    • how those issues relate to corporate law and ethics;
    • the extent to which and what law reform is desirable.
    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 or a bona fide effort is achieved.

    Failure to contribute to your group

    Within the Research Plan (above) groups must address the chosen group structure and the division of labour, which will be discussed with staff at the Week 8 SGDE session. 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 140 mins with 10 minutes’ reading time (2.5 hours total). 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 1-6 and revised in the seminars in weeks 7-12. 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 SGDE Research Paper result is redeemed. If a student achieves 50% or more on the SGDE 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 SGDE Research Paper, or their final result is better with that mark included, then the final exam is worth 65%.

    Assignments must be handed in electronically by Turnitin. Students must ensure their student number appears on all written work submitted for assessment.

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

    Assignments will be returned electronically.

    It is also advisable to keep 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 SGDE 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. 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.


    1. Late Submission: For the SGDE 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.
    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 available to view as soon as the deadline for each has passed. The Research Plan will be returned to students within 2 weeks of the submission date. General feedback, together with written, individual feedback will be provided. The SGDE Research Paper will be returned to students within 4 weeks of the submission date with written feedback. 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.

    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).

    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.

  • Student Support
    The University Writing Centre provides academic learning and language development services and resources for local, international, undergraduate and postgraduate coursework students enrolled at the University of Adelaide.

    The centre offers practical advice and strategies for students to master reading, writing, note-taking, time management, oral presentation skills, referencing techniques and exam preparation for success at university through seminars, workshops and individual consultations.

    Lex Salus Program
    Lex Salus (law and wellbeing) is an initiative of the Adelaide Law School aimed at destigmatising mental health issues; promoting physical, mental and emotional wellness; building a strong community of staff and students; and celebrating diversity within the school. It also seeks to promote wellness within the legal profession, through the involvement of the Chief Justice of the Supreme Court of South Australia, the Honourable Chris Kourakis, as the official Patron of the program.

    Students can participate in the Lex Salus program by attending barbecue lunches, pancake breakfasts, knitting and crochet circles, seminars, guest speakers, conferences and other activities. Our Facebook page, website and regular all-student emails promote upcoming events, and have tips and information on wellness.

    Our Lex Salus YouTube channel also includes videos on topics like managing stress, and interviews with LGBTQ lawyers and their supporters which celebrate diversity and individuality. Students who commit to 10 hours of volunteering with Lex Salus in one year can have their service recognised on their academic transcript and through a thank you morning tea with the Chief Justice and law school staff.

    Student Life Counselling Support
    The University’s Student Life Counselling Support service provides free and confidential service to all enrolled students. We encourage you to contact the Student Life Counselling Support service on 8313 5663 to make an appointment to deal with any issues that may be affecting your study and life.
  • Policies & Guidelines

    This section contains links to relevant assessment-related policies and guidelines - all university policies.

    Academic Honesty
    Academic dishonesty is a serious act of academic misconduct. All students must be familiar with the University’s Academic Honesty Policy.

    Academic dishonesty is a serious matter and is treated as such by the Law School and the University. Academic dishonesty (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia to admit a person to practice as a legal practitioner in South Australia.

    Academic honesty is an essential aspect of ethical and honest behaviour, which is central to the practice of the law and an understanding of what it is to be a lawyer.
  • Fraud Awareness

    Students are reminded that in order to maintain the academic integrity of all programs and courses, the university has a zero-tolerance approach to students offering money or significant value goods or services to any staff member who is involved in their teaching or assessment. Students offering lecturers or tutors or professional staff anything more than a small token of appreciation is totally unacceptable, in any circumstances. Staff members are obliged to report all such incidents to their supervisor/manager, who will refer them for action under the university's student’s disciplinary procedures.

The University of Adelaide is committed to regular reviews of the courses and programs it offers to students. The University of Adelaide therefore reserves the right to discontinue or vary programs and courses without notice. Please read the important information contained in the disclaimer.