University of Technology Sydney

77947 Companies and Securities 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.

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

There are course requisites for this subject. See access conditions.

Description

This subject explores company law in its applied context, addressing the needs of business practitioners and professionals such as accountants. The subject comprises four main sections, which provide an overview of corporate law in Australia. The first examines the principal provisions affecting the formation and operation of companies. The second concerns the main roles, responsibilities and duties of corporate directors, officers and other employees. The third section considers the protection of shareholders including in the process of corporate fundraising through the issue of new share capital; the section also looks at measures to protect creditors through provisions concerning the maintenance of share capital. The final section contains an introduction to securities regulation and deals with other major events in the corporate lifecycle such as external administration and takeovers.

In this subject, students are introduced to the framework of Australian corporations' legislation and the role of the Australian Securities and Investments Commission. Through an understanding of the roles, responsibilities and duties of key personnel involved in corporations, students develop skills in identifying, analysing and understanding corporate legal problems. Students are also introduced to case and statute analysis, enabling them to build an appreciation of the commercial implications of the legal framework in which corporations operate.

Subject learning objectives (SLOs)

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

1. Communicate orally and in writing an advanced and integrated understanding of the nature of a corporate entity, how it comes into existence, operates and is terminated within a legal framework.
2. Demonstrate a sophisticated knowledge of the major statutory and case law which affects corporations, their members, officers and outsiders;
3. Critically read and interpret case and statute law analysing the effect and operations of the laws on dealing with corporations and their stakeholders;
4. Critically and strategically analyse problem situations, drawing upon the understanding and knowledge gained in the course to identify, analyse and report on corporate legal 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:

  • Legal Knowledge
    a. A specialised understanding of a complex body of legal knowledge, including the Australian legal system, impacts of historical and ongoing Anglo-Australian laws, social justice, cultural and international contexts, the principles and values of ethical practice, and contemporary developments in law and its professional practice.

    b. An in-depth theoretical and professional knowledge of the law and its role in society, building on earlier legal knowledge and skills and/or practice. (1.1)
  • Ethics and Professional Responsibility
    a. An independent and advanced capacity to value and promote honesty, integrity, accountability, public service and ethical standards.

    b. A well developed 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. (2.1)
  • Critical Analysis and Evaluation
    a. A capacity to think critically, strategically and creatively, including an ability to identify and articulate complex legal issues, apply reasoning and research to generate appropriate theoretical and practical responses, and demonstrate sophisticated cognitive and creative skills in approaching complex legal issues and generating appropriate responses.
    b. Identify, synthesise and articulate complex legal and technical issues and apply advanced analytical skills to identify and generate clear, succinct and novel responses in professional practice or research. (3.1)
  • Self-Management
    a. A high level of autonomy, accountability and professionalism, the ability to implement appropriate self-management and lifelong learning strategies including initiating self-directed work and learning, judgment and responsibility, self-assessment of skills, personal wellbeing and appropriate use of feedback, and a capacity to adapt to and embrace change.

    b. Evaluate and implement their own professional development and incorporate personal skills in order to work with autonomy as a responsible and adaptable practitioner is a professional or higher degree research environment. (8.1)

Teaching and learning strategies

Strategy 1 Preparation

By completing readings and preparatory work prior to each class, students establish a strong foundational understanding of key issues and controversies of companies and securities law. Preparation allows students to better engage with complex content. As part of preparation, students are required to respond to questions prior to class. Students receive ongoing feedback on their understanding of core concepts by active participation in class discussion, which includes engaging with the teacher and peers.

Strategy 2 Learning through simulated practice as a companies and securities lawyer

Throughout the session, students will engage with legal problems which simulate professional practice as a companies and securities lawyer. This facilitates the application of law in a professional context, and requires students to incorporate factors beyond the mere application of law to the facts – for example, stakeholder interests, client pressures, and regulatory context. Through this process, students develop interpretative, analysis and problem solving skills while advancing their legal knowledge of precedent cases and legislation.

Strategy 3 Mastery of a subject matter via research report

Students achieve a sophisticated understanding of companies and securities law via completion of a research report. By undertaking research into a specific area of companies and securities law, students are able to grasp and grapple with complex issues in the field, and make suggestions for improvements in this area.

Strategy 4 Feedback to encourage critical reflection and self-improvement

Feedback is provided throughout the session by teachers and peers. Feedback comes in several forms, including responses to completed preparatory questions and discussion during class. Students are also encouraged to deepen their understanding of subject content by posing questions to teachers and peers throughout the session. Formal feedback is provided by teachers for each assessment. Informal feedback is provided via in class and online discussion with peers and the teacher.

Subject Delivery

In Spring this subject is delivered as follows:

Seminar/tutorial groups wholly online for all of Spring session.

In addition, the subject will be a weekly recorded lecture/podcast.

Content (topics)

  • Company Law in Context
  • Registration & Consequences
  • Corporate Constitution
  • The Corporation and Outsiders
  • Organ Theory & Officers
  • Directors and Officers Duties
  • Shareholder Protection
  • Corporate Finance and Fundraising
  • Dividends, Financial Reporting and Auditors
  • External Administration

Assessment

Assessment task 1: Mid-session Online Multiple Choice Test

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:

1.1, 2.1, 3.1 and 8.1

Weight: 30%
Criteria:
  • Critical thinking under time-restricted conditions (SLO 1, 2, 4; GA 1, 3, 8)
  • Decision making in an efficient manner (SLO 1, 2, 4; GA 1, 2, 3, 8)
  • Demonstrate knowledge and a sound understanding of key tax law concepts (SLO 1, 2, 4; GA 1, 3)

Assessment task 2: Problem Assignment

Intent:

Research a specified topic, reading and interpreting case and statute laws, analysing the effect and operations of these laws on companies and their stakeholders, and using knowledge to report on corporate legal issues in Report format.
Objective(s):

This task addresses the following subject learning objectives:

1, 2 and 4

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

1.1, 2.1 and 3.1

Weight: 20%
Length:

2,250 words
Criteria:
  • Demonstrate comprehensive and appropriate consideration of relevant authorities (SLO1, 2, GA 1)
  • Articulate a coherent argument that is logically structured, supported by evidence and integrates the relevant subject areas (SLO 3, GA 3, 5)
  • Use clear written express with correct use of grammar, punctuation and spelling in a professional context (SLO 4; GA 5)
  • Use accurate, consistent and complete referencing according to AGLC that demonstrates judgement and Responsibility in terms of academic integrity, in particular, honest and complete acknowledgement of sources (SLO 2; GA 5)

Assessment task 3: Final Exam - Open Book

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 and 3.1

Weight: 50%
Length:

Duration: two hours and 10 minutes reading time.
Criteria:
  • Identification of relevant legal and commercial issues (SLO 1, GA 1)
  • Correct application of legal principles to facts of the questions (SLO 3, GA 3)
  • Demonstrated capacity to appropriately balance competing legal and commercial issues faces by stakeholders in the hypothetical scenario (SLO 4, GA 3, 5)
  • Logical and succinct responses to problems supported by relevant evidence (SLO 4; GA 3, 5)

Required texts

Phillip Lipton, Abe Herzberg and Michelle Welsh, Understanding Company Law (Thomson Reuters (22nd edition))

Corporations Legislation (current and up-to-date) from either LexisNexis:Butterworths, or CCH Australia, or Thomson LawBook

Recommended texts

The authors of Understanding Company Law have a website providing further resources to students: http://www.uclaw.com.au/home/

Some students may find the following books very helpful. Some of the books have been written by members of our teaching staff:

  • Jason Harris, Anil Hargovan, Michael Adams, Australian Corporate Law (Lexis Nexis (latest edition))
  • Anil Hargovan, LexisNexis Case Summaries: Corporations Law (LexisNexis, 2014)
  • Grace Li and Sophie Riley, Applied Corporate Law: A Bilingual Approach (LexisNexis, 2009)
  • Brian Burnett, A Resource Book in Company Law and Corporate Governance (B A Burnett, 2010)

References

Books:

  • Elizabeth Boros, John Duns, Corporate Law (Oxford University Press, 3ed 2013)
  • Jason Harris, Company Law: Concise Cases and Legislation (LexisNexis, July 2014)
  • Julie Cassidy, Corporations Law - Text and Essential Cases (The Federation Press, 4ed 2013)
  • Pamela Hanrahan, Ian Ramsay, Geof Stapledon, Commercial Applications of Company Law (CCH, latest edition)
  • Paul Redmond, Corporations and Financial Markets Law (Thomson Reuters, 6ed 2013)
  • Robert Austin and Ian Ramsay, Ford's Principles of Corporations Law (LexisNexis, latest edition)

  • Robert Baxt, Saul Fridman and Jason Harris, Fundamentals of Contemporary Corporate Law (LexisNexis, June 2014)

Online (access via UTS Library "Find Database" Quicklink and "Law" on left hand column):

  • Database: Australian Law Dictionary (Oxford Australian law dictionary)
  • Database: IntelliConnect (CCH): Company and Securities Law: Australian Company Law Cases
  • Database: IntelliConnect (CCH): Company and Securities Law: Australian Company Law Commentary
  • Database: IntelliConnect (CCH): Company and Securities Law: Australian Corporations Legislation
  • Database: LexisNexis Australia: Austin & Black's Annotations to the Corporations Act (online looseleaf)
  • Database: LexisNexis Australia: Australian Corporation Law Legislation (online looseleaf)
  • Database: LexisNexis Australia: Australian Corporation Law Principles & Practice (online looseleaf)
  • Database: LexisNexis Australia: Australian Corporation Practice (online looseleaf)
  • Database: LexisNexis Australia: Ford's Principles of Corporations Law (online looseleaf)
  • Database: LexisNexis Australia: Robert Austin, Harold Ford and Ian Ramsay, Company Directors: Principles of Law & Corporate Governance (2005 online version of hardcopy book)
  • Database: LexisNexis Australia: G E Dal Pont, Law of Agency (2ed 2008 online version of hardcopy book)
  • Database: Legal Online (LawBook): Commentaries Robson's Annotated Corporations Legislation (online looseleaf)
  • Database: Legal Online (LawBook): Cases Australian Law Journal Reports
  • Database: Legal Online (LawBook): Cases Commonwealth Law Reports
  • Database: Legal Online (LawBook): Cases Federal Court Reports
  • Database: Legal Online (LawBook): Cases Federal Law Reports
  • Database: Legal Online (LawBook): Encyclopaedia The Laws of Australia

Other resources

Online Journals (access via UTS Library "Find Database" Quicklink and "Law" on left hand column):

  • Database: Legal Online (LawBook): Journals Australian Business Law Review
  • Database: Legal Online (LawBook): Journals Company and Securities Law Journal
  • Database: LexisNexis Australia: Australian Journal of Corporate Law

Other Publications

  • Commonwealth Treasury: Corporate Law Economic Reform Program (CLERP Papers nos 1-9 and subsequent implementation) (Treasury archive: Publications: 01-04-1997, 01-05-1998, 03-03-1999, 01-06-2000, 18-09-2002, 17-10-2002, 08-10-2003)
  • Commonwealth Treasury: Independence of Australian Company Auditors Report (as originally released October 2001 and subsequent published editions and reviews) (Treasury archive: Publications: 08-10-2001, 01-05-2002, 15-11-2006)
  • Australian Securities & Investments Commission: Annual Reports, Media Releases, Policy Statements etc
  • Corporations Law Simplification Task Force, Proposals and Plans of Action
  • Governance Directions, Governance Institute of Australia
  • Company Director, Australian Institute of Company Directors

For an alternative legal citation system, please see the UTS Faculty of Law Guide to Written Communication. The Guide is available from the Law web site at http://www. law. uts. edu. au/ students/ assessment/ submitting .html Guide to Essay Writing and Anita Stuhmcke, Legal Referencing (2nd ed, 2001).

Websites: