Outline

Overview

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	Ross Hodgson, ross.hodgson@sydney.edu.au

Assessment

The census date for this unit availability is 25 January 2024

Details
Criteria

Type	Description	Weight	Due	Length
Participation	Structured Participation (10%) Each student will be On-Call for 1 Tutorial as allocated.	10%	Ongoing	n/a
Outcomes assessed:
Short release assignment	Short Release Problem Assignment (20%) Students will give a written advice on a problem question scenario	20%	Week 03 Due date: 29 Jan 2024 at 12:00 Closing date: 05 Feb 2024	1,500 words / 5 working days
Outcomes assessed:
Small test	Quiz (10%) The Quiz consists of 2 questions based on a selection of the Topics.	10%	Week 04 Due date: 07 Feb 2024 at 10:00 Closing date: 07 Feb 2024	20 minutes
Outcomes assessed:
Supervised exam ?	Final Exam (60%) 2.5 hours (+ 30 minutes reading time)	60%	Week 05 Due date: 12 Feb 2024 at 10:00	2.5 hours
Outcomes assessed:

Assessment summary

Structured Participation (10%): As grouped by the Unit Co-ordinator, each student will be allocated to be On-Call for one Tutorial only, during which they will lead the discussion on the material set for that class. Accordingly, the On-Call students will be expected to have read all of the prescribed cases and materials and to have reviewed the problem questions for that tutorial. Students who are On-Call can be called upon at any point to answer questions about the class materials. The On-Call allocations will be published by the Unit Co-ordinator on Canvas before the first Lecture. Any student who is unable to attend the allocated Tutorial must apply for Special Consideration and advise the Unit Co-ordinator of this by email. Unless Special Consideration is granted, a failure to participate in the allocated On-Call will result in 0/10 for this assessment and will lead to a final result of Absent Fail.

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. Also, this 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.

Short Release Problem Assignment (20%): Students will provide a written advice on a hypothetical problem scenario released on Canvas at 12:00pm on Monday, 22 January 2024, and due on Monday, 29 January 2024, by 12:00pm [Sydney Australia time]. Students are expected to apply relevant cases and legislation drawn from the prescribed readings. The word limit is 1,500 words and excludes all footnotes and any bibliography (if required). The Assignment is to be submitted via Turnitin on Canvas.

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 the hypothetical problem scenario. Also, this 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 assignment problem question. 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 question.

Quiz (10%): In Tutorial 10, students will take a 20 minute closed-book quiz consisting of 2 short-answer questions worth 5% each. This task targets Learning Outcome LO3 by requiring students to critically evaluate the development of corporate law principles while taking into account different values and perspectives.

Final Exam (60%): Students will undertake a supervised final written exam (2.5 hours + 30 minutes reading time) involving two problem questions (both compulsory). All topics are examinable. The exam will be conducted on Monday, 12 February 2024, at 10:00am.

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 in the exam paper. Also, this 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 multiple parties 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 of multiple parties in answering their hypothetical problem questions in the exam.

Word limit penalty: A piece of assessment which exceeds the prescribed word limit will attract a penalty of 10% of the total marks available for the piece of assessment for every 100 words, or part thereof. The word limit for written assessments will exclude all footnotes and any bibliography (if required).

Use of editors or proof-readers: The use of assistance in preparing and editing assessment tasks in this unit of study is strictly prohibited. Assistance includes human and automated writing tools (not including spell checking).

Special Consideration: Successful grants of Special Consideration may involve an extension or an alternative task - this will be at the discretion of the Unit Co-ordinator.

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

ATTENDANCE: note the attendance requirements stipulated below.

Assessment criteria

The University awards common result grades, set out in the Coursework Policy 2021 (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, without an approved extension, will attract a penalty of 10% of the total marks available for the piece of assessment per 24 hours, or part thereof, after the due time on the due date. For example, a submission after the due time but before the same time the following day will attract a 10% penalty. Penalties for late submission will be applied strictly and automatically by Canvas.

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.

Learning support

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.

Support for students

The Support for Students Policy 2023 reflects the University’s commitment to supporting students in their academic journey and making the University safe for students. It is important that you read and understand this policy so that you are familiar with the range of support services available to you and understand how to engage with them.

The University uses email as its primary source of communication with students who need support under the Support for Students Policy 2023. Make sure you check your University email regularly and respond to any communications received from the University.

Learning resources and detailed information about weekly assessment and learning activities can be accessed via Canvas. It is essential that you visit your unit of study Canvas site to ensure you are up to date with all of your tasks.

If you are having difficulties completing your studies, or are feeling unsure about your progress, we are here to help. You can access the support services offered by the University at any time:

Support and Services (including health and wellbeing services, financial support and learning support)
Course planning and administration
Meet with an Academic Adviser

Weekly schedule

WK	Topic	Learning activity
Week 01	Lecture 1 (Tue, 16/01/24): Introduction; business structures; company formation.	Seminar (2 hr)
	Lecture 2 (Wed, 17/01/24): Separate legal entity; corporate veil.	Seminar (2 hr)
	Lecture 3 (Thu, 18/01/24): Capital structure and fundraising.	Seminar (3 hr)
Week 02	Lecture 4 (Tue, 23/01/24): Corporate constitution; Decision-making organs; Meetings.	Seminar (3 hr)
	Lecture 5 (Wed, 24/01/24): Corporate liability in crime, tort and contract.	Seminar (3 hr)
	Lecture 6 (Thu, 25/01/24): Directors' Duties 1 - Care and Diligence; Business Judgment Rule.	Seminar (2 hr)
	Tutorial 1 (Tue, 23/01/24): (Lecture 1) - business structures, company formation.	Seminar (2 hr)
	Tutorial 2 (Wed, 24/01/24): (Lecture 2) - separate legal entity, corporate veil.	Seminar (2 hr)
	Tutorial 3 (Thu, 25/01/24): (Lecture 3) - capital structure and fundraising.	Seminar (2 hr)
Week 03	Lecture 7 (Tue, 30/01/24): Directors’ Duties 2 - Good Faith and Proper Purpose.	Seminar (2 hr)
	Lecture 8 (Wed, 31/01/24): Directors' Duties 3 - Conflicts of Interest.	Seminar (2 hr)
	Lecture 9 (Thu, 01/02/24): Members’ remedies.	Seminar (2 hr)
	Tutorial 4 (Tue, 30/01/24): (Lecture 4) - constitution; organs; meetings.	Seminar (2 hr)
	Tutorial 5 (Wed, 31/01/24): (Lecture 5) - corporate liability in crime, tort and contract.	Seminar (2 hr)
	Tutorial 6 (Thu, 01/02/24): (Lecture 6) - Directors' Duties 1.	Seminar (2 hr)
Week 04	Tutorial 7 (Tue, 06/02/24): (Lecture 7) - Directors' Duties 2.	Seminar (2 hr)
	Tutorial 8 (Tue, 06/02/24): (Lecture 8) - Directors' Duties 3.	Seminar (2 hr)
	Tutorial 9 (Wed, 07/02/24): (Lecture 9) - members' remedies.	Seminar (2 hr)
	Tutorial 10 (Wed, 07/02/24): Revision and Quiz.	Seminar (2 hr)

Attendance and class requirements

Attendance: All students are required to attend at least 70% of classes (or as otherwise specified by the Unit Co-ordinator) to satisfy the pass requirements for each unit of study. Attendance requirements may be satisfied by in-person attendance as specified by the Unit Coordinator. Failure to meet this requirement may result in that student being precluded from taking 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 Referencing and Citation Styles: AGLC4 

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 any one or more of the following resources:

Textbook: Bottomley, Hall, Spender, Nosworthy, Contemporary Australian Corporate Law, 2nd ed, 2018 (Cambridge University Press)

Casebook: Aoun, Armson, Dixon, Nehme, Redmond's Corporations and Financial Markets Law, 8th ed, 2022 (Thomson Reuters)

Casebook: Harris and Peters, Company Law: Theories, Principles and Applications, 3rd ed, 2023 (LexisNexis)

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

Learning outcomes

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.

Outcomes
Graduate qualities

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
Learning outcomes

Responding to student feedback

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

The outline has been revised to take student feedback into account.

Additional information

Sydney Law Students:

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.

Current students

Overview

Overview

Unit details and rules

Teaching staff

Assessment

Assessment

Assessment summary

Assessment criteria

Late submission

Academic integrity

Learning support

Learning support

Simple extensions

Special consideration

Using AI responsibly

Support for students

Weekly schedule

Weekly schedule

Attendance and class requirements

Study commitment

Required readings

Learning outcomes

Learning outcomes

Graduate qualities

Outcome map

Responding to student feedback

Responding to student feedback

Additional information

Additional information

Disclaimer

On this page

Useful links

Media

Student links

About us

Connect

Current students

LAWS2014: Corporations Law

Intensive February, 2024 [Block mode] - Camperdown/Darlington, Sydney

Overview

Overview

Unit details and rules

Teaching staff

Assessment

Assessment

Assessment summary

Assessment criteria

Late submission

Academic integrity

Learning support

Learning support

Simple extensions

Special consideration

Using AI responsibly

Support for students

Weekly schedule

Weekly schedule

Attendance and class requirements

Study commitment

Required readings

Learning outcomes

Learning outcomes

Graduate qualities

Outcome map

Responding to student feedback

Responding to student feedback

Additional information

Additional information

Disclaimer

On this page

Useful links

Media

Student links

About us

Connect