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	Jason Harris, jason.harris@sydney.edu.au
Lecturer(s)	Jason Harris, jason.harris@sydney.edu.au
Tutor(s)	Olivia Dixon, olivia.dixon@sydney.edu.au
	Chidozie Chukwudumogu, chidozie.chukwudumogu@sydney.edu.au
	Nicholas Commins, nicholas.commins@sydney.edu.au
	Fady Aoun, fady.aoun@sydney.edu.au
	April Klineberg, april.klineberg@sydney.edu.au
	Zofia Bednarz, zofia.bednarz@sydney.edu.au
	Peter Whitehead, peter.whitehead@sydney.edu.au

Assessment

The census date for this unit availability is 2 September 2024

Details
Criteria

Type	Description	Weight	Due	Length
Supervised exam ?	Final exam (60%) 2.5 hour final exam (+ 30 mins reading time)	60%	Formal exam period	2.5 hours
Outcomes assessed:
Participation	Class participation (10%) Participation	10%	Ongoing	Ongoing
Outcomes assessed:
Supervised test ?	In-semester test (30%) 1.5hr in-semester test (+30 mins reading time)	30%	Week 07 Due date: 13 Sep 2024 at 10:00	1.5 hours
Outcomes assessed:

Assessment summary

Class participation (10%): Students will be assessed on their contribution to class discussions and activities during all classes.

In-semester test (30%): Students will complete an in-semester supervised written test: 1.5hr + 30 min reading time. The test will be held on 13 September 2024, commencing at 10am, and will conclude at 12 noon (Sydney, Australia time). The test will consist of one problem question. The test will cover material drawn from lectures 1-6 (inclusive).

Final exam (60%): Students will undertake a final supervised written exam (2.5hrs + 30 mins reading time) involving two problem questions (both compulsory). All topics will be examinable. The exam will be conducted during the formal exam period.

Special consideration: Successful grants of Special Consideration may involve alternative tasks, as appropriate.

Assessment requirements to pass a unit of study: A student must make a genuine attempt at 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 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 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:

Late penalties do not apply to exams and tests and any late submission will not be accepted.

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: Introduction; history and theory; regulatory overview; business structures; setting up a company	Lecture (2 hr)
Week 01	Lecture 2: Corporate fundraising	Lecture (2 hr)
Week 02	Lecture 3: Corporate personality and limited liability	Lecture (2 hr)
	Lecture 4: The corporate constitution; decision making organs of the company	Lecture (2 hr)
	Tutorial 1: Introduction; history and theory; regulatory overview; business structures; setting up a company; corporate fundraising	Tutorial (2 hr)
Week 03	Lecture 5: Company meetings; introducing directors and officers	Lecture (2 hr)
Week 03	Tutorial 2: Corporate personality and limited liability	Tutorial (2 hr)
Week 04	Lecture 6: Corporate liability in contract; statutory third party assumptions	Lecture (2 hr)
Week 04	Tutorial 3: The corporate constitution; decision making organs of the company; company meetings; introducing directors and officers	Tutorial (2 hr)
Week 05	Lecture 7: Corporate liability in tort; corporate criminal liability	Lecture (2 hr)
Week 05	Tutorial 4: Corporate liability in contract; statutory third party assumptions	Tutorial (2 hr)
Week 07	Lecture 8: Directors’ and officers’ duties 1: the duty of good faith and the duty to act for a proper purpose; no profit rule	Lecture (2 hr)
Week 07	Tutorial 5: Corporate liability in tort; corporate criminal liability	Tutorial (2 hr)
Week 08	Lecture 9: Directors’ and officers’ duties 2: no conflict rule; statutory duties	Lecture (2 hr)
Week 08	Tutorial 6: Directors’ and officers’ duties 1: the duty of good faith and the duty to act for a proper purpose; no profit rule	Tutorial (2 hr)
Week 09	Lecture 10: Directors’ and officers’ duties 3: the duty of care and diligence; the business judgment rule	Lecture (2 hr)
Week 09	Tutorial 7: Directors’ and officers’ duties 2: no conflict rule; statutory duties	Tutorial (2 hr)
Week 11	Lecture 11: Corporate insolvency overview; directors' duties to avoid insolvent trading	Lecture (2 hr)
Week 11	Tutorial 8: Directors’ and officers’ duties 3: the duty of care; BJR	Tutorial (2 hr)
Week 12	Lecture 12: Members' remedies	Lecture (2 hr)
Week 12	Tutorial 9: Corporate insolvency overview; directors' duties to avoid insolvent trading	Tutorial (2 hr)
Week 13	Optional revision lecture (28 October, repeated 29 October)	Lecture (2 hr)
Week 13	Tutorial 10: Members' remedies	Tutorial (2 hr)

Attendance and class requirements

Attendance: All students are required to attend at least 70% of classes to satisfy the pass requirements for each unit of study. Failure to meet this requirement may result in a student being precluded from undertaking 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. 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

Semester 2, 2024 [Normal day] - 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