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79014 Applied Company Law

Warning: The information on this page is indicative. The subject outline for a particular session, location and mode of offering is the authoritative source of all information about the subject for that offering. Required texts, recommended texts and references in particular are likely to change. Students will be provided with a subject outline once they enrol in the subject.

Subject handbook information prior to 2018 is available in the Archives.

UTS: Law
Credit points: 6 cp
Result type: Grade and marks

There are course requisites for this subject. See access conditions.
Anti-requisite(s): 70417 Corporate Law

Description

This subject is designed for business students to provide students with a sound understanding of fundamental aspects of company law and regulations as they apply to the modern company. Students learn to identify the legal issues, liabilities and risk which may arise in their business practice and solutions to minimise legal risk.

This subject emphasises the realities of the company in a changing commercial world, and how the Australian legal framework has evolved in response to political and socioeconomic change. In the seminar discussion questions and hypothetical legal problem questions, students follow the progression of the modern company life cycle, from its startup and the possibilities of alternative business structures; expansion to a limited liability company, including the laws that govern the external and internal relationship between the company and its directors and shareholders; the directors' and officers' duties and the role of corporate regulators; the raising of equity and debt; company accounts and audit; and finally companies in difficulty and the end of the company life cycle. This subject is taught from a student-centred perspective where student responsibility for their learning is an essential component of this subject. Learning involves active engagement with the subject content through podcasts, seminars and a range of online exercises.

Subject learning objectives (SLOs)

Upon successful completion of this subject students should be able to:

1. Identify and critically analyse relevant facts, problems and legal issues from a hypothetical problem scenario involving the rights and liabilities of members, creditors and officers of Australian companies.
2. Formulate a legal argument by the correct interpretation and application of relevant cases and statutory materials and manage competing arguments using the HIRAC (Highlight key facts, Issues, Rules, Application and Conclusion) framework for answering legal problems.
3. Provide practical advice to businesses and clients on a range of business issues involving company operations and the implications of a changing regulatory environment in Australian company law.
4. Articulate clear oral arguments in a group setting by presenting a succinct explanation of an answer to a legal problem question, case summary or legal principles and making contributions to group discussions.
5. Assess their own understanding of the ethical issues that arise from a company’s actions and the impact on relevant stakeholders, business and commercial issues and identify solutions to manage these issues.

Course intended learning outcomes (CILOs)

This subject also contributes specifically to the development of the following graduate attributes which reflect the course intended learning outcomes:

  • Critical Analysis and Evaluation
    A capacity to think critically, strategically and creatively including an ability to identify and articulate legal issues, apply reasoning and research, engage in critical analysis and make reasoned choices. (3.0)
  • Communication and Collaboration
    Effective and appropriate communication skills including highly effective use of the English language, an ability to inform, analyse, report and persuade using an appropriate medium and message and an ability to respond appropriately. (5.0)

Contribution to the development of graduate attributes

This subject will assist students to develop graduate attributes of critical analysis and evaluation (GA 3.0) and communication and collaboration (GA 5.0). Students will undertake a range of independent, group and class activities to practise their development of these attributes, and will complete a range of assessment tasks designed to assess their attainment of the identified attributes.

Teaching and learning strategies

Strategy 1: Independent Learning

Student learning outside the classroom is a key learning strategy in this subject. Students participate in online introductions on the class blogs before participating in their first seminar. Through a range of pre-class activities students will be in control of their learning and need to ensure they manage their time for class preparation. Students are expected to allocate at least 2 hours each week to be thoroughly prepared for each topic. Weekly preparation activities include listening to the weekly podcast recordings available on UTSOnline, reading and reviewing (i.e. making notes, asking questions and thinking about the seminar questions in preparation for discussion in the seminars) the prescribed readings and any additional readings (see Tutorial Program on UTSOnline) and collaborating with peers in preparation for the Collaborative Presentation (Assessment task 1). Pre-class activities will also be conducted through online learning tools including posting to the subject blog, discussing practice problem questions on the ACL Chat Forum and practising online quizzes (all available on UTSOnline).

Strategy 2: Engaging in seminars

Seminars involve both student-led collaborative presentations and presentations by the tutor. Seminars assist students to consolidate and develop their own learning by testing out and receiving feedback on their understanding of subject material from the podcasts and prescribed readings. In seminars each week there are different hypothetical legal problem-based scenarios and ethical scenarios that relate to the weekly topic. Students read and review the seminar questions before attending seminars and will complete the questions in the seminars. Questions reflect the legal issues that students may encounter in business practice. Contributing to seminar discussions gives students the opportunity to refine their understanding and critical analysis of legal scenarios, practise their oral communication skills and gain feedback by asking questions of their peers and tutors.

Strategy 3: Collaborative Presentation

In the first seminar students will self-allocate into groups of five (depending on class size) and choose one of the Group Presentation Problem Questions (as set out in the Tutorial Program on UTSOnline) to do a collaborative presentation in their allocated week. Students learn to answer legal problem questions according to the prescribed format of legal problem solving (as set out in the “How to think like a Lawyer (and write like one too!)” video on UTSOnline) through practising and applying it to the collaborative presentation question. Students will already have a level of familiarity with their classmates from participating in the online introductions and discussion on the class blogs before the first seminar. The problem questions require students to respond to factual scenarios that raise legal issues and apply legal problem-solving skills and follow the method of legal writing to formulate an advice. Students gain relevant, practical skills in legal analysis, problem solving and presenting legally-correct advice. Students also develop their individual and teamwork communication skills.

Strategy 4: Feedback

Feedback is vital to learning. Feedback is provided in this subject to enable students to monitor and evaluate their performance throughout the subject, and identify and address any areas for improvement. Early formative feedback in this subject is provided by students completing a brief multiple choice online quiz in Week 3. This quiz provides students with immediate feedback (no marks allocated) on their fundamental knowledge of Applied Company Law subject material. Ongoing formative feedback on communication skills and understanding of the subject material is provided on a weekly basis in seminars. Students will have the opportunity to engage in discussion with their tutors and peers in both a small-group setting through undertaking the practical task and seminar questions, and in a class setting during class discussion and collaborative presentations. Formative feedback is also available online by students attempting legal problem solving through the Review Problem Questions (“RPQ”) in the ACL Chat Forum. This provides an opportunity for students to submit individual work in a group setting allowing students to build upon each other’s ideas, give constructive feedback and engage in critical discussion. The RPQ will be moderated by the subject coordinator and feedback given where required. Other online feedback is available by students attempting quizzes and engaging with blog posts and other discussions in the ACL Chat Forum. Feedback on class participation is given mid-session in class where students will undertake a self-assessment of their participation to date and receive any comments on their individual performance if necessary from the tutors. Students are also encouraged to contact their tutors to receive informal feedback throughout the subject. Feedback on research and communication skills is provided by formal written feedback on the collaborative presentation provided to each student in the group based on their individual performance. Students will also undertake a confidential online self- and peer assessment in relation to the collaborative presentation.

Subject Delivery:

Learning in this subject involves reading set texts and listening to short weekly podcasts before each 90-minute seminar. Self-study is an essential learning mode in this subject.

Seminars for this subject commence in Week 2.

Content (topics)

Topic 1

Introduction
Alternative Business Structures

Topic 2

Characteristics of a Company

Topic 3

Company’s liability in Crime, Contract and Corporate Social Responsibility

Topic 4

Inside the Company – Rules, Members and Directors

Topic 5

ASIC, Fundraising and Disclosure

Topic 6

Directors’ Duties Part 1-s 180 Duty of Care and Diligence and s 588G Duty to prevent Insolvent Trading

Topic 7

Directors’ Duties part 2- s 181- 184 Duty to act in Good Faith and Proper Purpose, Avoid Conflict of Interest and not make Secret Profits

Topic 8

Shareholders and members’ remedies

Topic 9

Companies in Distress and External Administration

Topic 10

Auditors, Accounts and Financial Reporting

Assessment

Assessment task 1: Collaborative Presentation

Intent:

This task encourages students to actively exchange, debate and negotiate ideas within their groups and in class with other groups. This task aims to develop students’ interest in the topics through learning, engaging in discussion and taking responsibility for their learning.

Objective(s):

This task addresses the following subject learning objectives:

1, 2, 3 and 4

This task contributes specifically to the development of the following graduate attributes:

3.0 and 5.0

Weight: 20%
Length:

Written component: 1,000 words

Oral presentation: 20 minutes for presentation and 10 minutes for any questions and discussion

SparkPLUS comments: 300 words

Criteria:

Part A: Written Answer (5%): Where the question indicates the answer must follow the prescribed method of legal writing as demonstrated in the “How to think like a Lawyer (and write like one too!)” video, which is available in the Week 2 folder on UTSOnline:

  • Identification of relevant factual and legal issues
  • Identification of the key legal principles as they apply to the legal issues
  • Appropriate consideration and correct application of relevant legal authority (statutory materials, general law and cases)
  • Articulation of a clear and coherent argument which is logically structured
  • Ability to manage competing arguments
  • Clear written expression with correct use of grammar, punctuation and spelling

Part B: Oral Presentation (15%): 40 minute presentation including class discussion

  • Content: accuracy, relevance and reference to legislation and case law
  • Expression: choice of language, concision of expression
  • Structure: sense of beginning, middle and conclusion; logical flow of ideas
  • Delivery: clarity and level of voice and speed of delivery
  • Delivery: body language, eye contact, engagement with audience, presence.

A marking rubric is also available on UTSOnline in the ‘Collaborative Presentation’ folder that describes these criteria for each level of achievement.

Assessment task 2: Seminar Participation

Objective(s):

This task addresses the following subject learning objectives:

1, 2, 3 and 4

This task contributes specifically to the development of the following graduate attributes:

3.0 and 5.0

Weight: 10%
Length:

500 words (equivalent)

Criteria:
  • Regular participation and prompt arrival for each seminar
  • Quality of contribution to class discussion throughout the session
  • Demonstrated understanding of the seminar and subject materials
  • Consistent and active participation in group activities and active collaboration with peers during seminars
  • Reflects upon comments provided by peers and tutor then builds on points made by others to improve discussion
  • Demonstrated management of time and evidence of preparation for each seminar session
  • Contribution to online activities and evidence of weekly preparation prior to seminar

Assessment task 3: Mid-Session Online Multiple Choice Quiz

Objective(s):

This task addresses the following subject learning objectives:

1, 2 and 3

This task contributes specifically to the development of the following graduate attributes:

3.0

Weight: 20%
Length:

30 minutes (1,000 words equivalent)

Criteria:
  • Identification of relevant factual and legal issues
  • Identification and understanding of relevant legal authority (statutory materials, general law and cases) and legal principles
  • Use of legal reasoning supported by relevant legal authority and legal principles

Assessment task 4: Final Exam (individual)

Objective(s):

This task addresses the following subject learning objectives:

1, 2, 3 and 5

This task contributes specifically to the development of the following graduate attributes:

3.0

Weight: 50%
Length:

2 hours (2,500 words equivalent)

Criteria:
  • Identification of relevant factual and legal issues
  • Identification of the key legal principles as they apply to the legal issues
  • Appropriate consideration and correct application of relevant legal authority (statutory materials, general law and cases)
  • Articulation of a clear and coherent argument which is logically structured
  • Ability to manage competing arguments
  • Clear written expression with correct use of grammar, punctuation and spelling.

Required texts

  1. Jason Harris, Anil Hargovan and Michael Adams, Australian Corporate Law (LexisNexis Butterworths, 6th ed, 2018).
  2. 2018 edition of the Corporations Act 2001 (Cth) (available in hardcopy (see below) and accessible on UTSOnline please see “How to read Statutory Law” video in Preparation Week 1 and Topic 1 Activities folder.

All 3 major publishers (Thomson Reuters, LexisNexis Butterworths and CCH) publish annual editions of the Corporations Act 2001 (Cth). Each of these volumes contains the legislation with brief supporting notes, although the Thomson Reuters version also provides a detailed annual review and case annotations.

Please note: Old editions of the books and legislation are not suitable for this subject especially as the law has changed in 2017.

Recommended texts

General reading on company law

Robert Austin, Harold Ford and Ian Ramsay, Ford’s Principles of Corporations Law (Lexis Nexis Butterworths, 16th ed, 2014) - designed for lawyers rather than business students, available in online version via the UTS Library: see LexisNexisAU (this is updated as needed).

Anil Hargovan, LexisNexis Case Summaries: Corporations Law, (Lexis Nexis Butterworths, 2014). – This book provides a concise summary of key cases in corporations law and is suitable for business students.

Grace Li and Sophie Riley, Applied Company Law: A Bilingual Approach, (Lexis Nexis Butterworths, 2009) – A Chinese-English textbook which sets out key concepts and principles of corporations law. Please note this text is somewhat out-of–date.

Abe Herzberg, Phillip Lipton and Michelle Welsh, Understanding Company Law (Thomson Reuters, 18th ed, 2015) – This textbook is a good introduction to the subject content.

Other resources

Useful Websites

  1. AustLII – http://www.austlii.edu.au
  2. Australian Securities and Investments Commission (ASIC) – www.asic.gov.au
  3. Corporations and Markets Advisory Committee (CAMAC) – www.camac.gov.au
  4. Melbourne Law School Centre for Corporate Law & Securities Regulation – http://law.unimelb.edu.au/centres/cclsr
  5. Parliamentary Joint Committee on Corporations and Financial Services – accessed via www.aph.gov.au