70107 Principles of Company Law
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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 2025 is available in the Archives.
Credit points: 8 cp
Result type: Grade and marks
Requisite(s): 70317 Real Property OR 70517 Equity and Trusts
These requisites may not apply to students in certain courses.
There are course requisites for this subject. See access conditions.
Anti-requisite(s): 70417 Corporate Law
Description
This subject critically examines the role and operation of companies in Australia and in modern commercial practice. Companies are pervasive throughout society including both in the commercial, not-for-profit and charitable sectors. This subject facilitates the development of knowledge and skills that law graduates need to understand and work with companies. Both for-profit and not-for-profit companies are examined and compared with other common business structures involving trusts and associations, but the primary focus is on companies registered under the Corporations Act 2001 (Cth). The internal operation of companies is assessed and examined in detail, particularly the role of members, meetings, the corporate constitution, the board of directors and the duties of corporate directors and other officers. The topic of separate corporate personality is also discussed, together with the role of the limited liability principles and their application to real world situations. Students work through a range of practical exercises during seminars that help them develop skills to work as corporate lawyers and to work within commercial companies. Students consider and discuss in seminars the role of state regulation of corporate activity using a range of social, political and theoretical perspectives and undertake a research essay that draws together principles, doctrines and ethical issues in Australian company law.
Subject learning objectives (SLOs)
Upon successful completion of this subject students should be able to:
| 1. | Locate, analyse and apply the principles, doctrines and structures of Australian company law to solve legal problems involving the rights and liabilities of members, creditors and officers of Australian companies; |
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| 2. | Draw on theoretical and practical knowledge and independent research in to order to critically evaluate the adequacy of Australia’s current framework of corporate law and the scope for reforms; |
| 3. | Apply and justify professional ethical judgment to address complex issues relating to the impact of diversity, cultural and gender values in corporate law settings; |
| 4. | Creatively and analytically evaluate facts, problems and issues raised in a range of corporate law disputes and respond with effective arguments that critically appraise the available options for parties involved. |
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:
- Legal Knowledge
An advanced and integrated understanding of a complex body of legal knowledge including:
a. The Australian colonial and post-colonial legal system, international and comparative contexts, theoretical and technical knowledge;
b. The broader contexts within which legal issues arise and the law operates including cultural awareness, social justice and policy;
c. The principles and values of justice and ethical practices in lawyers' roles;
d. The impact of Anglo-Australian laws on Indigenous peoples, including their historical origins in the process of colonisation and ongoing impact; and
e. Contemporary developments in law and its professional practice. (1.1) - Ethics and Professional Responsibility
An advanced and integrated capacity to value and promote honesty, integrity, cultural respect, accountability, public service and ethical standards including:
a. An understanding of approaches to ethical decision making;
b. An understanding of the rules of professional responsibility;
c. An ability to reflect upon and respond to ethical challenges in practice;
d. A developing ability to engage in the profession of law and to exercise professional judgment; and
e. An ability to reflect on and engage constructively with diversity in practice. (2.1) - Critical Analysis and Evaluation
A capacity to think critically, strategically and creatively, including an ability to:
a. Identify and articulate complex legal issues in context, including the skill of critical reading and writing;
b. Apply reasoning and research to generate appropriate theoretical and practical responses; and
c. Demonstrate sophisticated cognitive and creative skills in approaching complex legal issues and generating appropriate responses. (3.1) - Research Skills
Specialist cognitive and practical skills necessary to identify, research, evaluate and synthesise relevant factual, legal and policy issues including an ability to:
a. Demonstrate intellectual and practical skills necessary to justify and interpret theoretical propositions, legal methodologies, conclusions and professional decisions; and
b. Apply ethical research practices. (4.1) - Indigenous Professional Capability
Juris Doctor graduates will:
Critically reflect on the intersection between Indigenous perspectives, legal processes and professional practice to build capability to work for and with Indigenous Australians in a professional context. (7.1)
Teaching and learning strategies
Strategy 1 (preparation): Student learning outside the classroom is a key learning strategy in this subject. You will do a large part of the learning in this subject by undertaking all of the pre-class activities including listening to the weekly short conceptual podcast recordings, watching any audiovisual material, studying and reflecting upon the assigned readings and discussion questions posted on Canvas. Students will need to complete a range of tasks in preparation for seminar classes:
- Listen to the short podcast recordings and watch the range of videos made available on Canvas to students at least 1 week prior to the seminars; and
- Complete the prescribed readings (set out in the Program below); and
- Review the seminar questions (See the Seminar Guide on Canvas) before each seminar.
Strategy 2 (online activities): The weekly short conceptual podcasts (noted above in Strategy 1) will help to guide student reading and establish a sound conceptual and doctrinal framework for discussion and activities during the seminars (see below Strategy 3). Canvas will provide a range of mixed media materials to support deeper learning and engagement by students by highlighting ethical issues and legal problems in a commercial context with a view to advising a range of potential clients in a corporate legal practice environment. Supplementary (optional) material will be provided, including cases, articles, websites, reports and critical online commentaries for those students who wish to delve deeper into the subject matter for personal interest. Students will need to undertake independent research outside of class on a range of legal and business concepts to improve their understanding of how companies operate in the economy. This will encourage students to build on their prior knowledge and experience. Sample research starter questions will be posted on the Discussion Forum on Canvas to facilitate this research.
Strategy 3 (interactive seminars): The seminars involve interactive student discussion with their peers and with teachers about pre-assigned problems, exercises, audio-visual material and readings. Students will learn through collaborative practice-based exercises in seminars that will involve a range of common tasks that corporate lawyers are typically involved in, including client advice simulations, team negotiations and debates, drafting exercises and group discussions. The seminars will strengthen students’ skills of comprehension, analysis, application to problems, and their ability to undertake high level appraisal of policy positions. Students will need to undertake regular independent research (mostly through internet and legal database searches) in order to fully appreciate the range of material covered in each class.This will help students enhance their knowledge and skills needed for the research essay and final exam.
Students will receive feedback on assessment tasks from the markers and will benefit from ongoing peer and staff feedback through group and individual activities. Collaborative learning tools such as Google Docs will be encouraged in class to enhance peer feedback. There will also be an online discussion board where students and staff can discuss issues, problems and questions to provide further feedback on conceptual points and to enhance students’ immersion in the context and regulation of company law.
Subject Delivery
During Week 1 there are two podcasts and two short videos together with a short online survey to gauge students’ understanding and experience of company operations and basic business concepts. Learning throughout this subject involves listening to one or more short conceptual podcasts before each two hour seminar.
There are two seminars each week. Students must attend and actively participate in seminars. The seminars will not be recorded. Students are expected to remain in their seminar groups for the duration of the teaching period.
The timetabled activities for this subject can be found on the UTS timetable online at http://timetable.uts.edu.au. Students enrolled in this subject can view their personalised timetable in My Subject Activities online at https://mysubjects.uts.edu.au.
Content (topics)
- Contextual and theoretical perspectives
- Partnerships and other business structures
- The nature of companies registered under the Corporations Act
- Corporate personality
- Corporate liability
- Introducing directors
- Corporate decision making organs
- Corporate regulation and accessorial liability
- The duty of care
- The duty to act in good faith and for a proper purpose
- The duty to avoid conflicts of interest
- Statutory regulation of directors and officers duties
- Members’ remedies
Assessment
Assessment task 1: Student Led Seminar Revision
| 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: 1.1, 3.1 and 4.1 |
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| Weight: | 5% |
| Length: | 250 words equivalent |
| Criteria: |
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Assessment task 2: Research Essay
| Objective(s): | This task addresses the following subject learning objectives: 1 and 4 This task contributes specifically to the development of the following graduate attributes: 1.1, 2.1, 3.1, 4.1 and 7.1 |
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| Weight: | 35% |
| Length: | No more than 2,000 words (no 10% rule), footnotes (when used as references only) and bibliography not included. |
| Criteria: | The marking criteria for the research assignment will be:
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Assessment task 3: Class 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: 1.1, 2.1, 3.1 and 4.1 |
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| Weight: | 10% |
| Length: | 750 words |
| Criteria: |
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Assessment task 4: Final Examination
| 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: 1.1, 2.1, 3.1 and 7.1 |
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| Weight: | 50% |
| Length: | There will be a strict word limit of 3,000 words (no 10% rule), footnotes (used as references only) not included. No bibliography is required. |
| Criteria: |
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Required texts
- Jason Harris and Timothy D Peters, Company Law: Theories, Principles and Applications (LexisNexis Butterworths, 2nd or 3rd ed, 2023);
AND
- A 2024 version of the Corporations Act is also required. The 'Practitioner Edition' of the LexisNexis Australian Corporations Legislation 2024 (with annotations by Austin and Black) or the Thomson Reuters Corporations Legislation 2023 (with annotations by Harris and Finnane) is strongly recommended.
Recommended texts
- P Lipton, A Herzberg, B Saunders and C Robinson, Understanding Company Law (Lawbook Co, 22nd ed, 2024) (a good introduction to the subject but written with business, not law, students in mind)
- F Aoun, O Dickson, E Armson and M Nehme, Corporations and Financial Markets Law (Thomsonreuters, 8th ed, 2022)
- S Bottomley, K Hall, P Spender and B Nosworthy, Contemporary Australian Corporate Law (Cambridge University Press, 2nd ed, 2020)
- RP Austin and IM Ramsay, Ford's Principles of Corporations Law (LexisNexis Butterworths, 17th ed, 2018) (the most thorough and comprehensive reference on Australian corporate law (also available on-line via the UTS Library))
- RP Austin, HAJ Ford and IM Ramsay, Company Directors: Principles of Law and Corporate Governance (LexisNexis AU-available online, 2005) (a detailed treatment of the legal rules of corporate governance, directed at the needs of specialist legal practitioners)
- E Boros and J Duns, Corporate Law (Oxford University Press, 3rd ed, 2013) (a succinct discussion of key corporate law principles)
- J Gooley, M Zammit, M Dicker and D Russell, Corporations and Associations Law: Principles and Issues (LexisNexis Australia, 6th ed, 2016)
Specialist online commentaries include:
- R Austin and A Black, Austin and Black's Annotated Corporations to the Corporations Act (LexisNexis AU)
- R Barrett (ed), Robson's Annotated Corporations Act (LegalOnline)
- LexisNexis AU, Australian Corporations Law Principles and Practice