Skip to main content
Unit outline_

LAWS2014: Corporations Law

Intensive July, 2021 [Block mode] - Remote

This unit of study considers the legal structure of the corporation as an organisational form for both public and proprietary companies. It is designed as an introduction to both the general law of corporations and the Australian regulatory context. The focus of this unit is on the nature of the corporation and its governance structure. The unit covers issues such as the implications of the company as a separate legal entity, power to bind the company, duties of directors, and shareholders rights and remedies. Students will be required to evaluate critically existing corporate law and reform proposals, with particular reference to legislative policy and underpinning theory.

Unit details and rules

Academic unit Law
Credit points 6
Prerequisites
? 
None
Corequisites
? 
None
Prohibitions
? 
LAWS5014
Assumed knowledge
? 

None

Available to study abroad and exchange students

Yes

Teaching staff

Coordinator Fady Aoun, fady.aoun@sydney.edu.au
Lecturer(s) Jason Harris, jason.harris@sydney.edu.au
Fady Aoun, fady.aoun@sydney.edu.au
Type Description Weight Due Length
Participation Structured class participation
Class participation
10% Ongoing n/a
Outcomes assessed: LO1 LO3 LO2
Assignment Discussion Board contribution
online participation
10% Ongoing 1500 words max (total) / see summary
Outcomes assessed: LO2 LO3
Final exam (Take-home short release) Type D final exam Final take home exam
3 hours (+30 mins reading)
80% Please select a valid week from the list below
Due date: 26 Jul 2021 at 13:00
3 hours
Outcomes assessed: LO1 LO2 LO3
Type D final exam = Type D final exam ?

Assessment summary

Structured class participation (10%): Students will lead the class discussion for 1 tutorial class which will be completed by being on-call for the duration of the class. Students will be expected to have read all of the prescribed cases and materials and reviewed the problem questions for that class. Students who are on-call can be called upon at any point to answer questions about the class materials. On-call allocations will be made by the tutor and published on Canvas. Tutorial on-calls will commence from the first tutorial. 

This task targets Learning Outcome LO1 by requiring students to demonstrate an understanding of the key concepts and principles of Australian corporate law in applying them correctly to hypothetical problem scenarios discussed in class. The task targets Learning Outcome LO2 by assessing the student's capacity to demonstrate critical thinking about the operation of the Corporations Act and the policies that underpin Australian corporate law in giving advice to a hypothetical client in the class discussion questions. This task also targets Learning Outcome LO3 by requiring students to critically evaluate the development of corporate law principles while taking into account different values and perspectives in answering hypothetical problem questions and contributing to general class discussions.

Discussion board contribution (10%):

Students will submit 1 post (minimum 150 words) for each of the 9 lectures. The posts for the 2 pre-recorded lectures and the first 3 lectures are due by 9am 1 July. The post for Lecture 4 is due by 9am on 9 July. The post for Lecture 5 is due by 9am on 14 July. The post for Lecture 6 is due by 9am on 15 July. The post for Lecture 7 is due by 9am on 16 July. Students will write a short post that may include personal reflections on the reading for that lecture and/or questions or comments on topics arising from material in that lecture. Students may post about recent cases or news stories of relevance to the lecture materials but will need to ensure that the post includes reference to what topics/cases and/or sections of the Corporations Act are relevant for the story in the post.

This task targets Learning Outcome LO2 by assessing student's capacity to demonstrate critical thinking about the operation of the Corporations Act and the policies that underpin Australian corporate law by comparing these rules and principles to real life examples and to self-reflections on their own learning in the unit. This task also targets Learning Outcome LO3 by requiring students to critically evaluate the development of corporate law principles while taking into account different values and perspectives in their online discussion posts.  

Final take-home exam (80%): Students will undertake an online take-home exam (3hrs writing plus 30 minutes reading time). 

The final exam features a mix of problem and/or essay questions. Both questions are worth 40 marks and are compulsory. The maximum word count for the entire exam is 4,000 words (including footnotes). The final take home exam will be held on 26 July 2021, and will be released at 1pm, and must be completed by 4.30pm.

This task targets Learning Outcome LO1 by requiring students to demonstrate an understanding of the key concepts and principles of Australian corporate law in applying them correctly to hypothetical problem scenarios. The task targets Learning Outcome LO2 by assessing the student's capacity to demonstrate critical thinking about the operation of the Corporations Act and the policies that underpin Australian corporate law in giving advice to a hypothetical client in the exam problem questions. This task also targets Learning Outcome LO3 by requiring students to critically evaluate the development of corporate law principles while taking into account different values and perspectives in answering their hypothetical problem questions.

IMPORTANT NOTE: A student must make a satisfactory attempt of all assessment tasks set out for this Unit of Study in order to obtain a Pass mark and grade (or above); otherwise an Absent Fail grade will be recorded as the student’s result for this Unit of Study.

Assessment criteria

The University awards common result grades, set out in the Coursework Policy 2014 (Schedule 1).

As a general guide, a high distinction indicates work of an exceptional standard, a distinction a very high standard, a credit a good standard, and a pass an acceptable standard.

Result name

Mark range

Description

High distinction

85 - 100

• Completely answers the question.
• Contains striking originality of approach or analysis.
• Demonstrates exhaustive or innovative research (where independent research
required).
• Exceptionally well written, structured and expressed.
• Is otherwise exceptional in some way.

Distinction

75 - 84

• Completely answers the question.
• Achieves a critical and evaluative approach to the issues.
• Content and structure is well organised in support of the argument.
• Demonstrates extensive research and analysis to support a well-documented
argument.
• Generally well expressed and free from errors.
• Has a clear structure and is well articulated.

Credit

65 - 74

• Covers main issues fairly well in answering the question.
• Contains no significant errors
• Demonstrates an attempted critical approach to the issues.
• Demonstrates reasonably sound research and analysis in addressing the key issues.
• Has a clear structure and reasonably clear expression.

Pass

50 - 64

• Identifies the key issues, but does not follow through with a reasoned argument.
• Contains some significant errors.
• Displays satisfactory engagement with the key issues.
• Offers descriptive summary of material relevant to the question.
• Superficial use of material, and may display a tendency to paraphrase.
• Demonstrates little evidence of in-depth research or analysis.
• Adequate expression.
• Overall, demonstrates the minimum level of competence in the assessment and
satisfies the requirements to proceed to higher-level studies in the degree or subject
area.

Fail

0 - 49

• Does not answer the question.
• Contains significant or numerous errors.
• Few or no identifiable arguments.
• Content that is inappropriate or irrelevant.
• Lack of research or analysis.
• Difficult or impossible to understand through poor grammar, expression or
structure.
• Overall, does not demonstrate the minimum level of competence in the
assessment.

For more information see guide to grades.

Late submission

In accordance with University policy, these penalties apply when written work is submitted after 11:59pm on the due date:

  • Deduction of 5% of the maximum mark for each calendar day after the due date.
  • After ten calendar days late, a mark of zero will be awarded.

This unit has an exception to the standard University policy or supplementary information has been provided by the unit coordinator. This information is displayed below:

The late submission of a piece of assessment, which has not been granted an extension, will attract a penalty of 10% of the total marks available for the piece of assessment per calendar day or part thereof. The late penalty does not apply to exams.

Academic integrity

The Current Student website provides information on academic integrity and the resources available to all students. The University expects students and staff to act ethically and honestly and will treat all allegations of academic integrity breaches seriously.

We use similarity detection software to detect potential instances of plagiarism or other forms of academic integrity breach. If such matches indicate evidence of plagiarism or other forms of academic integrity breaches, your teacher is required to report your work for further investigation.

Use of generative artificial intelligence (AI) and automated writing tools

You may only use generative AI and automated writing tools in assessment tasks if you are permitted to by your unit coordinator. If you do use these tools, you must acknowledge this in your work, either in a footnote or an acknowledgement section. The assessment instructions or unit outline will give guidance of the types of tools that are permitted and how the tools should be used.

Your final submitted work must be your own, original work. You must acknowledge any use of generative AI tools that have been used in the assessment, and any material that forms part of your submission must be appropriately referenced. For guidance on how to acknowledge the use of AI, please refer to the AI in Education Canvas site.

The unapproved use of these tools or unacknowledged use will be considered a breach of the Academic Integrity Policy and penalties may apply.

Studiosity is permitted unless otherwise indicated by the unit coordinator. The use of this service must be acknowledged in your submission as detailed on the Learning Hub’s Canvas page.

Outside assessment tasks, generative AI tools may be used to support your learning. The AI in Education Canvas site contains a number of productive ways that students are using AI to improve their learning.

Simple extensions

If you encounter a problem submitting your work on time, you may be able to apply for an extension of five calendar days through a simple extension.  The application process will be different depending on the type of assessment and extensions cannot be granted for some assessment types like exams.

Special consideration

If exceptional circumstances mean you can’t complete an assessment, you need consideration for a longer period of time, or if you have essential commitments which impact your performance in an assessment, you may be eligible for special consideration or special arrangements.

Special consideration applications will not be affected by a simple extension application.

Using AI responsibly

Co-created with students, AI in Education includes lots of helpful examples of how students use generative AI tools to support their learning. It explains how generative AI works, the different tools available and how to use them responsibly and productively.

WK Topic Learning activity Learning outcomes
- Online Zoom Lecture 1 (28 June): Corporate fundraising Block teaching (3.5 hr) LO1 LO2 LO3
Online Zoom Lecture 2 (29 June): Corporate personality and limited liability Block teaching (3.5 hr) LO1 LO2 LO3
Online Zoom Lecture 3 (30 June): Corporate constitution; Decision-making organs; Meetings; Directors and officers Block teaching (3.5 hr) LO1 LO2 LO3
Online Zoom Lecture 4 (7 July): Corporate liability in contract, tort and criminal law Block teaching (3.5 hr) LO1 LO2 LO3
Online Zoom Lecture 5 (8 July): Directors' duties 1 (good faith and proper purpose; conflicts) Block teaching (3.5 hr) LO1 LO2 LO3
Online Zoom Lecture 6 (12 July): Directors’ duties 2 (duty of care) Block teaching (3.5 hr) LO1 LO2 LO3
Online Zoom Lecture 7 (13 July): Members’ rights and remedies Block teaching (3.5 hr) LO1 LO2 LO3
Online tutorial 1 (1 July): Corporate fundraising; Corporate personality Block teaching (2 hr) LO1 LO2 LO3
Online tutorial 2 (9 July): Corporate constitution; Decision-making organs; Meetings Block teaching (2 hr) LO1 LO2 LO3
Online tutorial 3 (14 July): Corporate liability; Directors' duties (good faith and proper purpose) Block teaching (2 hr) LO1 LO2 LO3
Online tutorial 4 (15 July): Directors' duties (conflicts and duty of care) Block teaching (2 hr) LO1 LO2 LO3
Online tutorial 5 (16 July): Members' remedies Block teaching (2 hr) LO1 LO2 LO3
Revision class Block teaching (2 hr) LO1 LO2 LO3
Pre-semester Pre-recorded lecture 1. Introduction: History; Theory; Regulatory overview; Types of Companies Independent study (3 hr) LO1 LO2 LO3
Pre-recorded lecture 2: Business structures overview; Insolvency; Insolvent trading Independent study (3 hr) LO1 LO2 LO3

Attendance and class requirements

Attendance: All students are required to attend 70% of classes (or as otherwise specified by the Unit Coordinator) to satisfy the pass requirements for each unit of study. Attendance requirements may be satisfied by in person and/or online attendance as specified by the Unit Coordinator. Failure to meet this requirement may result in a student being precluded from sitting the final assessment.

Referencing: The Sydney Law School expects you to use the Australian Guide to Legal Citation (4th edition, 2018) for your footnoting style, although you should confirm this with your lecturer, and a link to the library website where this is set out comprehensively is available at https://libguides.library.usyd.edu.au/c.php?g=508212&p=3476376

Study commitment

Typically, there is a minimum expectation of 1.5-2 hours of student effort per week per credit point for units of study offered over a full semester. For a 6 credit point unit, this equates to roughly 120-150 hours of student effort in total.

Required readings

Students may use either a textbook (by Bottomley et al) or a case book (by Redmond)

  • Bottomley, Hall, Spender, Nosworthy, Contemporary Australian Corporate Law, 2nd ed, 2018
  • Redmond, Corporations and Financial Markets Law (7th ed, Thomson Reuters LBC, 2017) (“Redmond”)

Students will also be expected to have access to  

  • Corporations Act 2001 (Cth) (“CA”) and Australian Securities & Investments Commission Act 2001 (Cth) (“ASIC Act”).
  • For some classes required readings will be drawn from other books or articles, which will be hyperlinked by the library on the eReserve or Reading List page on Canvas.

  • The Reading Guide containing the list of readings will be available on the Canvas site.

Learning outcomes are what students know, understand and are able to do on completion of a unit of study. They are aligned with the University's graduate qualities and are assessed as part of the curriculum.

At the completion of this unit, you should be able to:

  • LO1. Understand and apply the key concepts and principles of corporate law to common scenarios through discussion and evaluation of hypothetical problems discussed in class
  • LO2. Critically assess the operation of relevant legislation and policy in the core areas of corporate law through consideration of different stakeholder perspectives
  • LO3. Critically evaluate the development of corporate law principles taking into account different values and perspectives

Graduate qualities

The graduate qualities are the qualities and skills that all University of Sydney graduates must demonstrate on successful completion of an award course. As a future Sydney graduate, the set of qualities have been designed to equip you for the contemporary world.

GQ1 Depth of disciplinary expertise

Deep disciplinary expertise is the ability to integrate and rigorously apply knowledge, understanding and skills of a recognised discipline defined by scholarly activity, as well as familiarity with evolving practice of the discipline.

GQ2 Critical thinking and problem solving

Critical thinking and problem solving are the questioning of ideas, evidence and assumptions in order to propose and evaluate hypotheses or alternative arguments before formulating a conclusion or a solution to an identified problem.

GQ3 Oral and written communication

Effective communication, in both oral and written form, is the clear exchange of meaning in a manner that is appropriate to audience and context.

GQ4 Information and digital literacy

Information and digital literacy is the ability to locate, interpret, evaluate, manage, adapt, integrate, create and convey information using appropriate resources, tools and strategies.

GQ5 Inventiveness

Generating novel ideas and solutions.

GQ6 Cultural competence

Cultural Competence is the ability to actively, ethically, respectfully, and successfully engage across and between cultures. In the Australian context, this includes and celebrates Aboriginal and Torres Strait Islander cultures, knowledge systems, and a mature understanding of contemporary issues.

GQ7 Interdisciplinary effectiveness

Interdisciplinary effectiveness is the integration and synthesis of multiple viewpoints and practices, working effectively across disciplinary boundaries.

GQ8 Integrated professional, ethical, and personal identity

An integrated professional, ethical and personal identity is understanding the interaction between one’s personal and professional selves in an ethical context.

GQ9 Influence

Engaging others in a process, idea or vision.

Outcome map

Learning outcomes Graduate qualities
GQ1 GQ2 GQ3 GQ4 GQ5 GQ6 GQ7 GQ8 GQ9

This section outlines changes made to this unit following staff and student reviews.

The outline has been revised to take student feedback into account. This has included reducing the amount of required reading.

Disclaimer

The University reserves the right to amend units of study or no longer offer certain units, including where there are low enrolment numbers.

To help you understand common terms that we use at the University, we offer an online glossary.