COMMLAW 2503 - Company and Business Law

North Terrace Campus - Semester 1 - 2024

This course introduces students to the operation of the Australian legal system and explores a range of legal issues that impact on business. Students are introduced to fundamental business law concepts and principles. The topics covered include an introduction to the Australian legal system, basic principles of negligence, contract and consumer protection law, the law of business structures, company law (including corporate personality, the corporate constitution and Replaceable Rules, directors' and officers' duties) and insolvency law.

  • General Course Information
    Course Details
    Course Code COMMLAW 2503
    Course Company and Business Law
    Coordinating Unit Adelaide Law School
    Term Semester 1
    Level Undergraduate
    Location/s North Terrace Campus
    Units 3
    Contact Up to 3 hours per week
    Available for Study Abroad and Exchange Y
    Incompatible COMMLAW 1004, COMMLAW 2500
    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.

    Each week there will be a two-hour lecture and a one-hour seminar. The timetable will be staggered so that the lecture theme in one week is the seminar theme for the subsequent week. This ensures that students have had the advantage of attending the lecture and absorbing the relevant material for that week's theme prior to engaging with it on a deeper level in the seminars. Seminars will run in Weeks 2-12.

  • Learning Outcomes
    Course Learning Outcomes

    On successful completion of this course students will be able to:

    1 Identify legal issues relevant to establishing and operating a business.
    2 Identify different business structures.
    3 Apply fundamental business law concepts to solve practical business problems.
    4 Apply corporate law principles to address practical issues relating to the conduct of a business.
    5 Structure and sustain concise and cohesive written arguments for a professional audience.

    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, 2, 3, 4, 5

    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.

    1, 2, 3, 4, 5

    Attribute 3: Teamwork and communication skills

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


    Attribute 4: Professionalism and leadership readiness

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

    1, 2, 3, 4, 5

    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.

    3, 4, 5

    Attribute 7: Digital capabilities

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

    3, 4

    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.

    1, 2, 3, 4, 5
  • Learning Resources
    Required Resources

    The required Textbook for the Course is:

    Company and Business Law: A Custom Publication
    A customised publication for students of company and business law

    Compiled and edited by
    Francesco de Zwart and Shannon Campbell

    It is available from LexisNexis in Paper Copy or E-Book at: Links to an external site. 

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

    Jeff Fitzpatrick et al, Business and Corporations Law (LexisNexis, 4th edition, 2019).

    Mark Giancaspro and Colette Langos, Contract Law: Principles and Practice (LexisNexis, 2022).

    Paul Latimer, Australian Business Law (Oxford University Press, 35th ed, 2016).

    Phillip Lipton, Abe Herzberg and Michelle Welsh, Understanding Company Law (Thomson Reuters, 17th ed, 2014).

    Pamela Hanrahan, Ian Ramsay, Geof Stapledon, Commercial Applications of Company Law 2021 (Oxford University Press, 22nd ed, 2021).

    The Competition and Consumer Act 2010 (Cth) (incorporating the Australian Consumer Law) and the Corporations Act 2001 (Cth) are available free on a number of sites, including AustLII and the Federal Register of Legislation.

    AustLII can be accessed here:  

    The Federal Register of Legislation can be accessed here:
    Online Learning
    The MyUni course page for this course can be accessed at  MyUni will be used for communication, including the posting of announcements. Besides this Course Outline, students can also use MyUni to access copies of the PowerPoint slides used in lectures, recordings of lectures, assessment tasks, and other course materials. Students are expected to check MyUni regularly to keep up to date with these materials and additional learning resources throughout the course.
  • Learning & Teaching Activities
    Learning & Teaching Modes

    This course will be delivered via weekly lectures. Lectures are recorded and will be available to students via Echo360 on the course MyUni Page. Lectures commence in Week 1. Further, students are highly encouraged to attend a weekly seminar (tutorial) of 50-minutes duration. The majority of seminars will involve problem-solving exercises based on lecture content and set reading materials. Seminars commence in Week 2, but there is no seminar in Week 13. The relevant readings and weekly seminar topics and tasks will be contained in the weekly modules on the course MyUni page.


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

    The University expects full-time students (i.e. those taking 12 units per semester) to devote a total of 48 hours per week to their studies. This means that you are expected to commit approximately 9 hours of private study in addition to your regular classes.

    Learning Activities Summary


    Lecture Topic

    Elements Covered


    Introduction to the Australian legal system and Torts


    Common Law and Statute

    Hierarchy of Courts

    Tort of Negligence


    Contract Formation

    Elements of a Contract

    Genuine Consent


    Contract Performance



    Contract Termination and Remedies




    Australian Consumer Law

    Statutory Misrepresentation (Misleading and Deceptive Conduct)



    Australian Consumer Law

    Unconscionable Conduct


    Business Legal Structures other than Companies

    Sole Trader

    Joint Venture



    Company Types and the Incorporation Process and its Effects

    Classification and Types

    Incorporation process



    Membership and Director's Duties


    Duty of Loyalty
    Duty to Avoid Conflicts of Interest
    Duty of Care and Diligence
    Duty to Act in Good Faith and for a Proper Purpose
    Duty to Prevent Insolvent Trading


    Governance and Pre-Registration Contracts

    Replaceable Rules and Constitutions
    Promoters and Pre-Registration Contracts


    Member’s Remedies and Financial Reporting Requirements

    Minority Rights and Statutory Powers

    Accounts and Financial Reporting in the Corporations Act




    Corporate Insolvency

    Receivership, Voluntary Administration and Liquidation

    Data protection, Privacy

    Specific Course Requirements
    There are no specific requirements for this course.
  • 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 Redeemable Weighting Length Due Learning Outcome
    Quiz 1 – Australian Legal System Individual No 5% 24 hours Quiz opens at 9am Tuesday of Week 3 and closes 9am Wednesday of Week 3 3, 4
    Quiz 2 - Australian Consumer Law Individual No 5% 24 hours Quiz opens at 9am Tuesday of Week 9 and closes 9am Wednesday of Week 9 3, 4
    Academic Integrity Module Individual No 5% 5 weeks Opens Monday Week 1 and Closes Thursday of Week 5 3, 4
    Business Law Assignment Individual or Group No 30% 2500 words 2pm Friday of First Week of the Mid-Semester Break 3, 5
    Final Exam Individual No 55% 2 hours University Examination period 1, 2, 3, 4
    Assessment Related Requirements
    There are no assessment related requirements for this course.
    Assessment Detail

    1. ONLINE QUIZZES x 2 (5% each)

    Release Date: The first Online Quiz will be available in Week 3. The second Online Quiz will be available in Week 9. The quizzes can be accessed via the relevant link on MyUni.

    Due date: The first Online Quiz will be open 9am on the Tuesday of Week 3 and close 9am on the Wednesday of Week 3 (open for 24-hour period). The second Online Quiz will open 9am on the Tuesday of Week 9 and close 9am on the Wednesday of Week 9 (open for 24-hour period).

    Details: Each Online Quiz will consist of 20 multiple choice questions, drawn from a larger bank and randomised. The first Online Quiz will test student knowledge on the Australian Legal System. The second Online Quiz will test student knowledge of the Australian Consumer Law (topics: misleading or deceptive conduct and unconscionable conduct). Students are permitted only one attempt at each quiz but can log in and out of the online quiz portal as they wish during the 'open' period for completion. If you log out during completion, all submitted answers will be retained and you can pick up from where you left off. However, you cannot go back and change your previous answers.

    Word limit: N/A.


    Release date: The Academic Integrity Module will open on Monday of Week 1.

    Due date: The Academic Integrity Module will close on the Thursday of Week 5 at 5pm (before the Easter Long Weekend) and can be completed at any time up until the closure date. 

    Details: This module is a helpful way of introducing students to the University's policies concerning Academic Integrity. To be awarded the 5% for completion, a student must attain a score of 100% for the module. Students may attempt the module as mant times as they need to until a score of 100% is attained.

    Word limit: N/A.


    Release date: The Assignment will be released at 2pm on the Friday of Week 5.

    Due date: The Assignment is due at 2pm on the Friday of the First Week of the Mid-Semester Break. It must be submitted via MyUni.

    This task assesses student comprehension of the Business Law component of the course. It is comprised of legal problems and is based on content taught in Lectures 2-5 (and associated seminars). Students are assessed on their ability to synthesise and apply correct law and think critically.

    Students may submit this assessment piece as an individual assignment or a group assignment (up to 4 people in a group) where all group members will be awarded the same mark. All students must sign up (self-select) into a group via MyUni by the end of Week 5.

    Placement into a group (whether working as an individual or in a group of 2-4) is a straightforward process. Students can do this by clicking on the ‘people’ Tab (left hand side of the MyUni Course Page), clicking on the Tab labelled ‘Business Law Assignment’ and adding the student name to an available Group Number. Students must communicate with each other before placing themselves into an existing group. A communication discussion forum for this purpose is available in the Course Page ‘Discussion’ Tab.

    Please note that a formal process will be available to address any issues relating to the contribution to the group of each member. More details will be provided with the assignment task sheet.

    The word limit for this assessment is 2500 words regardless if you submit as an individual assignment or a group assignment.

    The Business Law Assignment is NOT redeemable.

    4. EXAM (55%)

    Release date: University exam period (TBA).

    Due date: N/A.

    Details: The Exam is an invigilated exam, to meet CPA professional accreditation requirements. The exam date will be scheduled by the University. Examinable content will be drawn from content covered in Weeks 7-12. It is an open-book exam. More information will be provided as the exam date approaches.


    Standard Adelaide Law School submission requirements apply. Specific information will be provided in the assessment instructions for each item of assessment.

    The following conditions also apply to submission of assessments:

    1. Students must retain a copy of all assignments submitted.
    2. The assignment paper must be submitted via 'TurnitIn' on MyUni. Details for electronic submission through Turnitin will be provided with the task instructions. All assessments will be submitted and monitored through text or code comparative software (e.g. Turnitin) where possible.
    3. By submitting your papers you are agreeing:
      1. That all material in the assessment is your own work except where there is clear acknowledgement and reference to the work of others;
      2. That you have read the University's Academic Integrity Policy; and
      3. To give permission for your assessment work to be reproduced and submitted to other academic staff for the purposes of assessment and to be copied, submitted and retained in a form suitable for electronic checking of plagiarism.
    4. Late Submission: When an assignment is submitted after the due date, without an extension, 5% of the total mark possible will be deducted for every 24 hours or part thereof that it is late, including each day on a weekend and public holidays. For example, an assignment graded 63% will have 5% deducted if it is one hour late, for a final grade of 58%, 10% if it is 25 hours late, etc.
    5. 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 assignment 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 assignment is between 2,101 and 2,200 words long, 10% will be deducted for a final mark of 53%. Word limits include all words in the text, in headings, in quotations, but exclude citations in footnotes. Any separate cover page, table of contents, bibliography or list of sources is excluded from the word limit. If the word limit is misstated, this may be regarded as academic misconduct.
    6. Extensions: Requests for extensions must be made using the appropriate 'Assessment Task Extension' online form available at: Extensions will be granted only for limited medical, compassionate or extenuating circumstances in accordance with University Policy.
    7. Style of written work: Students are welcome to utilise either the Harvard referencing system (with in-text citations and a reference list at the end of the work) or the legal citation system (with footnotes appearing throughout the work and with no reference list at the end). Regardless of which system is chosen, the critically important requirement is that all sources are correctly cited, and all material in your written work that derives from an external source is appropriately quoted etc. Students are reminded that they are bound by the University’s Academic Integrity Policy. You can access referencing support here: You can also utilise the other supports provided in the course.
    8. Turnaround time: All written works for this course will be returned to students within 3 weeks of the submission date. Individual feedback will be provided on each paper.
    Course Grading

    Grades for your performance in this course will be awarded in accordance with the following scheme:

    M10 (Coursework Mark Scheme)
    Grade Mark Description
    FNS   Fail No Submission
    F 1-49 Fail
    P 50-64 Pass
    C 65-74 Credit
    D 75-84 Distinction
    HD 85-100 High Distinction
    CN   Continuing
    NFE   No Formal Examination
    RP   Result Pending

    Further details of the grades/results can be obtained from Examinations.

    Grade Descriptors are available which provide a general guide to the standard of work that is expected at each grade level. More information at Assessment for Coursework Programs.

    Final results for this course will be made available through Access Adelaide.

    Finality of Assessment Grades

    Students are advised that Course Coordinators will not enter into negotiations of any kind with any student regarding changes to their grades. It is irrelevant, in any given circumstance, that only a minimal number of additional marks are required to inflate a student’s grade for any individual assessment item or course as a whole. Pursuant to the University’s Assessment for Coursework Programs Policyand the Adelaide Law School Assessment Policies and Procedures, grades may only be varied through the appropriate channels for academic review (such as an official re-mark).

    In accordance with the University’s Assessment for Coursework Programs Policy, course coordinators ‘ensure that appropriate marking guidelines and cross-marking moderation processes across markers are in place’ in each course. Procedures adopted by Adelaide Law School to ensure consistency of marking in courses with multiple markers include:
    • assurance of the qualifications of markers, and their knowledge of the content covered in each course;
    • detailed marking guidelines and assessment rubrics to assist in the marking of items of assessment;
    • sharing of example marked assessments at various grade bands across markers;
    • reviewing of selected marked assessments from each marker by the course coordinator;
    • comparison of the marks and their distribution across markers;
    • automatic double-marking of all interim assessment receiving a fail grade, and of final assessments where a student’s overall result is a fail grade;
    • the availability of re-marking of assessments in accordance with Adelaide Law School’s Assessment Policies and Procedures.

    Approval of Results by Board of Examiners
    Students are reminded that all assessment results are subject to approval (and possible moderation/change) by the Law School’s Board of Examiners. Assessment results at the University are not scaled. Under the Assessment for Coursework Programs Policy, students are assessed ‘by reference to their performance against pre-determined criteria and standards … and not by ranking against the performance of the student cohort in the course’. However, under that same policy, the Board of Examiners (as the relevant Assessment Review Committee for courses at Adelaide Law School) is required to ‘ensure comparability of standards and consistency’ in assessment. On occasions, the Board of Examiners will form the view that some moderation is required to ensure the comparability of standards and consistency across courses and years, and accordingly provide fairness to all law students. All assessment results are therefore subject to approval (and possible change) until confirmed by the Board of Examiners and posted on Access Adelaide at the end of each semester.
  • Student Feedback

    The University places a high priority on approaches to learning and teaching that enhance the student experience. Feedback is sought from students in a variety of ways including on-going engagement with staff, the use of online discussion boards and the use of Student Experience of Learning and Teaching (SELT) surveys as well as GOS surveys and Program reviews.

    SELTs are an important source of information to inform individual teaching practice, decisions about teaching duties, and course and program curriculum design. They enable the University to assess how effectively its learning environments and teaching practices facilitate student engagement and learning outcomes. Under the current SELT Policy ( course SELTs are mandated and must be conducted at the conclusion of each term/semester/trimester for every course offering. Feedback on issues raised through course SELT surveys is made available to enrolled students through various resources (e.g. MyUni). In addition aggregated course SELT data is available.

  • 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.