The main focus is on companies incorporated under the Corporations Act 2001 (Cth). The course is structured around the ‘life-cycle’ of registered companies from pre-incorporation to dissolution. It considers corporate governance with an emphasis on directors’ duties and the rights and remedies of members; corporate finance and external administration. The course also considers the context in which companies operate, their role in society and the implications of the concept of corporate personality.
|Lecture – On campus lecture - 2 hours in weeks 1-6 and 8-13.||2hrs||Week 1||12 times|
|Tutorial/Workshop 1 – On campus and/or online tutorial - 1 hour in weeks 2-6 and 8-13.||1hr||Week 2||11 times|
Structuring Business Activities
The Corporate Form: Theory, History and Regulatory Framework
Registration and its Effects
Internal Management and the Distribution of Corporate Power
Dealing with Third Parties: Corporate Liability, Company Contracts and Promoters Duties
Directors’ Duties: Duty to Act for a Proper Purpose; Duty to Avoid a Conflict of Interest; Duty of Care, Skill and Diligence; Avoiding Insolvent Trading; and the Business Judgement Rule
Member’s Rights and Remedies: Oppression, Personal Rights of Members and the Statutory Derivative Action Process
Corporate Finance: Operation of Credit, Raising Equity, Declaring Dividends, Securitisation
Winding Up Procedures, Insolvency and the Role of Liquidators
300 Level (Graduate)
|Course Learning Outcomes On successful completion of this course, you should be able to...||Graduate Qualities Completing these tasks successfully will contribute to you becoming...|
|1||Demonstrate knowledge and critical understanding of fundamental principles and procedures of Australian Corporations Law||
|2||Demonstrate knowledge of the ethical issues that may confront a corporate lawyer and explain appropriate professional responses to those issues||Ethical|
|3||Access, use, interpret and apply complex statutory material to resolve corporate law problems and issues||
|4||Evaluate theoretical perspectives of Australian Corporations Law and assess how theories may apply, influence, or critique corporate law issues||
Creative and critical thinker
|5||Exercise the communication skills that are required of lawyers including presenting and drafting||
Refer to the USC Glossary of terms for definitions of “pre-requisites, co-requisites and anti-requisites”.
LAW204 and enrolled in any Law Program
Standard Grading (GRD)
|High Distinction (HD), Distinction (DN), Credit (CR), Pass (PS), Fail (FL).|
Formative feedback will be provided during tutorials with the completion of tutorial exercises and discussing of correct answers and approaches in Weeks 1-4. In addition, a formative quiz is available in Week 4 for students to assess their understanding of the course materials.
|Delivery mode||Task No.||Assessment Product||Individual or Group||Weighting %||What is the duration / length?||When should I submit?||Where should I submit it?|
|Week 4||Online Test (Quiz)|
|Week 8||Online Assignment Submission with plagiarism check|
|Throughout teaching period (refer to Format)||In Class|
|All||4||Examination - Centrally Scheduled||Individual||50%||
|Exam Period||Online Assignment Submission with plagiarism check|
|All - Assessment Task 1:Optional Quiz|
To test your understanding of key concepts and principles covered in weeks 1-3 of the course.
Short answer questions (Optional).
|All - Assessment Task 2:Critical Essay|
To demonstrate theoretical and critical understanding of corporate law by analysing an area of doctrine in light of theories of the corporation. Students are expected to focus on analysis, justification and critique of doctrinal elements of corporate law through comparing and contrasting different theories and critiques of the corporation.
This is a 1500-word individual written assignment. The assignment requires students to select and respond to one (1) essay question. You will be required to focus on analysis, justification and critique of doctrinal elements of corporate law through comparing and contrasting different theories and critiques of the corporation. Essays should be formatted with a clear introduction (including a strong thesis which responds to the question), a number of well-supported arguments that establish the thesis and a conclusion.
|All - Assessment Task 3:Oral Moot Presentation|
To assess your detailed knowledge of particular area of corporations law and your ability to present formal arguments that apply the law to a particular fact scenario. It will also assess your problem-solving and oral communication skills.
You will form teams of two to present moot arguments in one of the tutorials between week 5 and week 12, responding to a hypothetical fact scenario dealing with a particular area of corporations law. You will be required to prepare and present a 10 minute oral moot submission (including responding to questions from the moot judge) which adheres to the formality of a moot presentation. Materials on mooting and moot presentations will be provided on Canvas and worked through in the tutorials in Weeks 2-4.
|All - Assessment Task 4:Final Exam|
To assess your understanding of Corporations Law principles and your capacity to apply that understanding to new fact scenarios.
|Product:||Examination - Centrally Scheduled|
Online examination held during the exam period. Examination answers must be completed and submitted within the allotted time to the online submission point. The exam may contain a mix of legal problem and/or essay questions.
A 12-unit course will have total of 150 learning hours which will include directed study hours (including online if required), self-directed learning and completion of assessable tasks. Directed study hours may vary by location. Student workload is calculated at 12.5 learning hours per one unit.
Please note: Course information, including specific information of recommended readings, learning activities, resources, weekly readings, etc. are available on the course Canvas site– Please log in as soon as possible.
Please note that you need to have regular access to the resource(s) listed below. Resources may be required or recommended.
|Required||Hargovan, Brown & Adams||2020||Australian Corporate Law (7th Edition)||n/a||Lexis Nexis|
|Required||n/a||0||Australians Corporations Law 2001 Cth Legislation [Available at: www.legislation.gov.au]||n/a||n/a|
Academic integrity is the ethical standard of university participation. It ensures that students graduate as a result of proving they are competent in their discipline. This is integral in maintaining the value of academic qualifications. Each industry has expectations and standards of the skills and knowledge within that discipline and these are reflected in assessment.
Academic integrity means that you do not engage in any activity that is considered to be academic fraud; including plagiarism, collusion or outsourcing any part of any assessment item to any other person. You are expected to be honest and ethical by completing all work yourself and indicating in your work which ideas and information were developed by you and which were taken from others. You cannot provide your assessment work to others. You are also expected to provide evidence of wide and critical reading, usually by using appropriate academic references.
In order to minimise incidents of academic fraud, this course may require that some of its assessment tasks, when submitted to Canvas, are electronically checked through Turnitin. This software allows for text comparisons to be made between your submitted assessment item and all other work to which Turnitin has access.
Eligibility for Supplementary Assessment Your eligibility for supplementary assessment in a course is dependent of the following conditions applying: The final mark is in the percentage range 47% to 49.4% The course is graded using the Standard Grading scale You have not failed an assessment task in the course due to academic misconduct
Late submission of assessment tasks may be penalised at the following maximum rate: - 5% (of the assessment task's identified value) per day for the first two days from the date identified as the due date for the assessment task. - 10% (of the assessment task's identified value) for the third day - 20% (of the assessment task's identified value) for the fourth day and subsequent days up to and including seven days from the date identified as the due date for the assessment task. - A result of zero is awarded for an assessment task submitted after seven days from the date identified as the due date for the assessment task. Weekdays and weekends are included in the calculation of days late. To request an extension you must contact your course coordinator to negotiate an outcome.
USC is committed to a culture of respect and providing a safe and supportive environment for all members of our community. For immediate assistance on campus contact SafeUSC by phone: 07 5430 1168 or using the SafeZone app. For general enquires contact the SafeUSC team by phone 07 5456 3864 or email firstname.lastname@example.org.
For help with course-specific advice, for example what information to include in your assessment, you should first contact your tutor, then your course coordinator, if needed.
If you require additional assistance, the Learning Advisers are trained professionals who are ready to help you develop a wide range of academic skills. Visit the Learning Advisers web page for more information, or contact Student Central for further assistance: +61 7 5430 2890 or email@example.com.
Student Wellbeing provide free and confidential counselling on a wide range of personal, academic, social and psychological matters, to foster positive mental health and wellbeing for your academic success.
Ability Advisers ensure equal access to all aspects of university life. If your studies are affected by a disability, learning disorder mental health issue, injury or illness, or you are a primary carer for someone with a disability or who is considered frail and aged, AccessAbility Services can provide access to appropriate reasonable adjustments and practical advice about the support and facilities available to you throughout the University.
For more information on Academic Learning & Teaching categories including:
Visit the USC website: https://www.usc.edu.au/explore/policies-and-procedures#academic-learning-and-teaching
USC is committed to excellence in teaching, research and engagement in an environment that is inclusive, inspiring, safe and respectful. The Student Charter sets out what students can expect from the University, and what in turn is expected of students, to achieve these outcomes.