70417 Corporate 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: 8 cp
Result type: Grade and marks
Requisite(s): 70317c Real Property AND 70517c Equity and Trusts
The lower case 'c' after the subject code indicates that the subject is a corequisite. See definitions for details.
Anti-requisite(s): 70107 Principles of Company Law AND 79014 Applied Company Law
Description
Corporations are an integral part of contemporary economies, through enabling individuals to manage their potential liabilities by incorporating business structures with separate legal personalities. As corporations may raise capital, borrow funds and enter into contacts, it is important for all law graduates to have a sound understanding of the key principles of corporate law. This subject provides students with a comprehensive overview of the key principles of Australian corporate law under the Corporations Act 2001 (Cth). It covers the formation and life cycle of Australian corporations; contractual, tort and criminal liability; corporate decision-making processes; the role of the Australian Securities and Investments Commission in regulating companies, financial markets and financial services; corporate fundraising; corporate governance; the duties of directors and officers and members remedies.
Students progressively develop their skills in applying the relevant principles of Australian corporate law to hypothetical problems through their active participation in interactive tutorials, which also enhance their appreciation of the competing ethical, social responsibility and commercial factors that may impact upon the business of Australian companies. Through their completion of a critical evaluation essay, students are able to reflect upon the adequacy of Australia’s current framework of corporate law in balancing the interests of various stakeholders and the scope for reforms.
Throughout the subject students develop their appreciation of the involvement of indigenous peoples with Australian corporations. This includes indigenous Australians as stakeholders whose interests may be impacted upon by major corporate decisions, and as active participants in the governance of indigenous corporations regulated under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth).
Subject learning objectives (SLOs)
Upon successful completion of this subject students should be able to:
| 1. | Correctly apply the relevant legal rules to communicate well-reasoned advice to internal and external stakeholders of Australian companies about their rights and liabilities; |
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| 2. | Critically evaluate the adequacy of Australia’s current framework of corporate law in balancing the interests of various stakeholders and the scope for reforms; |
| 3. | Appreciate the competing ethical, social responsibility and commercial factors that may impact upon the business of Australian companies, and formulate strategies for managing potential conflicts; |
| 4. | Understand the role of the Australian Securities and Investments Commission in regulating Australian companies, financial markets and financial services to ensure honesty, integrity and accountability; |
| 5. | Demonstrate the capacity to be a reflective and resilient professional who can implement appropriate self-management and self-directed learning strategies to address gaps in their current knowledge and skills. |
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
A coherent understanding of fundamental areas 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 impact of Anglo-Australian laws on Indigenous peoples, including their historical origins in the process of colonisation and ongoing impact; and
d. The principles and values of justice and ethical practices in lawyers' roles. (LAW.1.1) - Ethics and Professional Responsibility
A capacity to value and promote honesty, integrity, accountability, public service and ethical standards including:
a. An understanding of approaches to ethical decision making and professional responsibility;
b. An ability to recognise, reflect upon and respond to ethical issues likely to arise in professional contexts in ways that evidence professional judgment, promote justice and serve the community; and
c. An ability to reflect on and engage constructively with diversity in practice. (LAW.2.1) - 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) - Indigenous Professional Capability
Bachelor of Law graduates will:
Apply knowledge and skills to develop professional capabilities to work effectively with and for Indigenous peoples and communities across the law profession. (LAW.7.1) - Self management
The ability to implement appropriate self-management and lifelong learning strategies including:
a. An ability to undertake and initiate self-directed work and learning;
b. Well-developed judgment and responsibility as a legal professional in a broader social context;
c. The ability to support personal and professional development by:
(i). Reflecting on and assessing their own capabilities, wellbeing and performance;
(ii). Making use of feedback as appropriate;
(iii). Identifying and accessing appropriate resources and assistance; and
(iv). Making use of resources and support in developing resilience; and
d. A capacity to adapt to and embrace change and a commitment to ongoing learning. (LAW.8.1)
Teaching and learning strategies
Strategy 1 – Self-directed learning: Learning outside the classroom is a key learning strategy in this subject. Students will do a large part of the learning in this subject by undertaking the pre-class activities including listening to the weekly podcasts, reading and reflecting upon the assigned weekly readings and reviewing relevant websites. A series of non-assessable online quizzes will be available to enable students to self-assess their understanding of the relevant principles of corporate law in preparation for the weekly tutorials.
Strategy 2 – Podcasts: Students will listen to pre-recorded podcasts on Canvas before participating in the weekly tutorials. These podcasts provide an overview of the key principles of Corporate Law that will be the considered in the weekly tutorial discussions and activities, as well as current topical issues in Australian corporate law and regulation.
Strategy 3 – Tutorials: The weekly tutorials will engage students in interactive class discussions with their peers and teachers about the relevant principles of Australian corporate law and problem-solving exercises. Students will learn through collaborative practice-based exercises that reflect tasks that corporate lawyers are commonly involved in - including simulated meetings and the provision of advice to clients. The tutorials will also involve more broadly-focused class discussions on issues such as the rationale for the relevant principles of Australian corporate law, the commercial factors impacting on major corporate decisions, and the adequacy of Australia’s current framework of corporate law in balancing the interests of various stakeholders.
Strategy 4 – Critical Evaluation Essay - Students will complete a 30% essay in which they will critically evaluate a proposed or recent reform to a specified aspect of Australian corporate law. In this task students will weigh up the competing ethical, social responsibility and commercial factors impacting on the specified reform. As well as deepening their appreciation of the key principles of Australian corporate law, students will develop their capacity to think critically, strategically and creatively.
Strategy 5 – Feedback: Students will be provided with both formative (non-graded) and summative (graded) feedback throughout the session, which will include:
- Formative feedback during tutorials from teachers and peers as a result of their active engagement in problem solving and discussion exercises;
- Automated formative feedback from their voluntary completion of non-assessable online quizzes on Canvas in preparation for the weekly tutorials;
- Summative feedback on their submissions for the Critical Evaluation Essay; and
- Summative feedback on their active participation in tutorials over the course of the session
Subject delivery
Learning in this subject involves podcasts before each two hour tutorial. Students must attend and actively participate in all tutorials.
Students are expected to remain in their assigned tutorial groups for the duration of the session.
Content (topics)
- Historical development of Australian corporate law and regulation
- Ethical and contextual considerations in managing companies
- Separate legal personality
- Other business structures (including partnerships) and rationale for forming companies
- Formation, types and life cycle of companies
- Contractual, tort and criminal liability of companies
- Internal rules of companies
- Corporate authority and contracting
- Corporate decision-making
- Regulation of financial services and markets and corporate fundraising
- Duty of care, skill and diligence
- Liability for insolvent trading
- Good faith and proper purpose
- Managing conflicts of interest
- Members rights and remedies
Assessment
Assessment task 1: Tutorial Participation
| Objective(s): | This task addresses the following subject learning objectives: 1, 2, 3, 4 and 5 This task contributes specifically to the development of the following graduate attributes: LAW.1.1, LAW.2.1, LAW.3.1, LAW.7.1 and LAW.8.1 |
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| Weight: | 20% |
| Criteria: |
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Assessment task 2: Critical Evaluation Essay
| Objective(s): | This task addresses the following subject learning objectives: 1, 3, 4 and 5 This task contributes specifically to the development of the following graduate attributes: LAW.1.1, LAW.2.1, LAW.3.1, LAW.7.1 and LAW.8.1 |
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| Weight: | 30% |
| Length: | 2,500 words (with 10% leeway) |
| Criteria: |
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Assessment task 3: Final exam
| Objective(s): | This task addresses the following subject learning objectives: 1, 2, 3, 4 and 5 This task contributes specifically to the development of the following graduate attributes: LAW.1.1, LAW.2.1, LAW.3.1, LAW.7.1 and LAW.8.1 |
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| Weight: | 50% |
| Length: | 2-hour exam within a 3-hour window |
| Criteria: |
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Required texts
S Bottomley, K Hall, P Spender and B Nosworthy Contemporary Australian Corporate Law 2nd Edition (Cambridge University Press, 2020) (“Bottomley et al”) [Note that the book itself may list 2021 as the publication year, even though the publisher's website states 2020: they are the same 2nd edition: it should be available on online bookstores such as Amazon Australia or Booktopia]
Corporations Legislation 2023 or 2024
All three major publishers (Thomson Reuters, LexisNexis Butterworths and CCH) publish annual editions of the Corporations Legislation, including the Corporations Act 2001 (Cth). Each of these editions contains the legislation with brief supporting notes, although the Thomson Reuters version also provides a detailed annual review and case annotations. The LexisNexis Butterworths version ‘practitioner edition’ also has brief case annotations.
THE IMPORTANCE OF LEGISLATION: Both the readings and podcast materials make extensive reference to legislation. Sometimes these references are in passing and sometimes they are in detailed analysis. You must ensure that you read and understand all legislation referred to and have it on hand during the examinations. In previous sessions many students have received poor marks because when problem solving they have sought to rely upon general statements of statutory provisions rather than studying the primary source. Don't let this happen to you !!!
References
Further readings
- RP Austin and IM Ramsay, Ford Austin and Ramsay's Principles of Corporations Law (LexisNexis Butterworths), available online
- J Harris and T Peters, Company Law: Theories, Principles and Applications (LexisNexis Butterworths, 3rd ed, 2023)
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E Armson, F Aoun, M Nehme, Redmond's Corporations and Financial Markets Law (Thomson Reuters, 8th ed, 2022)
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E Boros and J Duns, Corporate Law (Oxford University Press, 3rd ed, 2013)
Specialist online commentaries include:
- R Austin and A Black, Austin and Black's Annotations to the Corporations Act (LexisNexis AU)
- R Barrett (ed), Robson's Annotated Corporations Act (LegalOnline)
- LexisNexis AU, Australian Corporations Law Principles and Practice
Other resources
Useful Websites
- Australian Securities and Investments Commission (www.asic.gov.au)
- Corporations and Markets Advisory Committee: now discontinued, but published useful reports on key policy developments in corporate law (www.camac.gov.au)
- Parliamentary Joint Committee on Corporations and Financial Services (www.aph.gov.au)
- Melbourne Law School Centre for Corporate Law & Securities Regulation (http://cclsr.law.unimelb.edu.au)