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 2024 is available in the Archives.
Credit points: 6 cp
Result type: Grade and marks
Anti-requisite(s): 70417 Corporate Law
Description
This subject is designed to provide business students with a sound understanding of fundamental aspects of company law and regulations as they apply to the modern companies. Students learn to identify the legal issues, liabilities and risks, which may arise in current business practice.
This subject emphasises the realities of companies in the changing commercial world, and how the Australian legal framework has evolved in response to political and socioeconomic changes. In the tutorial 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 relationships between the company and its directors and shareholders; thedirectors' 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 learning is essential in this subject. Learning involves active engagement with the subject content through podcasts, tutorials 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. |
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| 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 on a range of issues including company operations and the implications of a changing regulatory environment in Australian company law. |
| 4. | Articulate opinions and 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 understanding of the ethical issues that arise from a company’s actions, the impact on relevant stakeholders, business and commercial issues and identify solutions. |
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 the ability to:
a. Identify and articulate legal issues in context, including the skill of critical reading and writing;
b. Apply reasoning and research to generate appropriate responses;
c. Engage in critical analysis and make a reasoned choice amongst alternatives; and
d. Think creatively in approaching legal issues and generating appropriate responses. (LAW.3.1) - Communication
Effective and appropriate communication skills including:
a. Highly effective use of the English language to convey legal ideas and views to different and diverse audiences and environments;
b. An ability to communicate to inform, analyse, report and persuade;
c. An ability to strategically select an appropriate medium and message;
d. An ability to assess how messages are received and alter communication strategies accordingly; and
e. An ability to be responsive and adaptive to the perspectives of collaborators, clients, counter parties and others. (LAW.5.1)
Contribution to the development of graduate attributes
This subject will assist students to develop graduate attributes of critical analysis and evaluation (GA 3.0) as well as communication and collaboration (GA 5.0). Students will undertake a range of independent, group and class activities to practise relevant skills, 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 learning activities before participating in their first tutorial. Through a range of pre-class activities students will be in control of their learning and need to ensure that they can manage their time for class preparation. Students are expected to allocate at least 2 hours each week to be thoroughly prepared for each tutorial. Weekly preparation activities include listening to the weekly podcast recordings available on Canvas, reading and reviewing (i.e. making notes, asking questions and thinking about the tutorial questions in preparation for discussion in the tutorials) the prescribed readings and any additional readings (see Tutorial Program on Canvas) and collaborating with peers in preparation for the Collaborative task (Assessment task 1). Pre-class activities will also be conducted through online learning tools available on Canvas).
Strategy 2: Engaging in tutorials
Tutorials involve student-led collaborative presentations, student led class discussions and class discussion led by the tutorial leader. Tutorials 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 tutorials each week there are different hypothetical legal problem-based scenarios and ethical scenarios that relate to the weekly topic. Students read and review the tutorial questions before attending tutorials and will complete the questions in the tutorials. Questions reflect the legal issues that students may encounter in business practice. Contributing to tutorial 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 their tutorial leader.
Strategy 3: Collaborative Presentation
In the first tutorial, students will either self-allocate or be allocated into groups of four (depending on class size) and choose one of the Group tasks (as set out in the Tutorial Program on Canvas) to do a collaborative presentation or leading class discussion 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 Canvas) through practising and applying it to the practice questions. The problem questions require students to respond to factual scenarios that give the 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 for each topic. 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 tutorials. Students will have the opportunity to engage in discussion with their tutorial leader and peers in both a small-group setting through undertaking the practical task and tutorial questions, and in a class setting during class discussion and collaborative presentations.
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. Other online feedback is available by students attempting quizzes and engaging with other discussions in the ACL. 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 tutorial leader 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 tutorial. Self-study is an essential learning mode in this subject.
Tutorials 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
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 7
Shareholders and members’ remedies
Topic 8
Companies in Distress and External Administration
Topic 9
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. |
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| 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: LAW.3.1 and LAW.5.1 |
| Weight: | 30% |
| Length: | Written component: 1,000 words Oral presentation: 25 minutes for presentation and 10 minutes for any questions and discussion SparkPLUS comments: 300 words |
| Criteria: | Part A: Written Answer (10%): 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 on Canvas:
Part B: Oral Presentation (20%): no time limit
A marking rubric is also available on Canvas that describes these criteria for each level of achievement. |
Assessment task 2: 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: LAW.3.1 |
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| Weight: | 20% |
| Length: | 30 minutes |
| Criteria: |
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Assessment task 3: 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: LAW.3.1 |
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| Weight: | 50% |
| Length: | 2 hours online take home exam (2,500 words equivalent) - Exam window 3 hours but it is not intended to be a 3 hour exam, the exam is intended to be completed in 2 hours and you have one additional working hour. |
| Criteria: |
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Minimum requirements
Attendance at tutorials is compulsory. A failure to attend 80% of tutorials without reasonable explanation and supporting documentation may result in consequences in accordance with Rule 3.8 of the Student Rules.
Required texts
- Abe Herzberg, Phillip Lipton, Benjamin Saunders and Catherine Robinson "Understanding Company Law 22nd Edition" Thomson Reuters. *Please not due to significant changes to the law, earlier editions of this book are not suitable for current knowledge*. Available at https://legal.thomsonreuters.com.au/understanding-company-law-22nd-edition/productdetail/131211 OR https://www.booktopia.com.au/understanding-company-law-abe-herzberg/book/9780455247953.html
- 2024 edition of the Corporations Act 2001 (Cth): accessible on Canvas please see “How to read Statutory Law” video in "Introduction to 79014- Essential Materials" Module.
All 3 major publishers (Thomson Reuters, LexisNexis Butterworths and CCH) also publish hard copy 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.
Recommended texts
General reading on company law
Catherine Brown, Anil Hargovan and Michael Adams, Australian Corporate Law 8th Edition (Lexis Nexis, 2023).
Robert Austin, Harold Ford and Ian Ramsay, Ford’s Principles of Corporations Law (Lexis Nexis Butterworths) - designed for lawyers rather than business students, available in online version via the UTS Library: see LexisNexisAU (this is updated as needed).
Anil Hargovan, Lexis Nexis Questions and Answers: Corporations Law, 5th ed, 2022. – 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.
Other resources
Useful Websites
- AustLII – http://www.austlii.edu.au
- Australian Securities and Investments Commission (ASIC) – www.asic.gov.au
- Corporations and Markets Advisory Committee (CAMAC) – www.camac.gov.au
- Melbourne Law School Centre for Corporate Law & Securities Regulation – http://law.unimelb.edu.au/centres/cclsr
- Parliamentary Joint Committee on Corporations and Financial Services – accessed via www.aph.gov.au