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Unit outline_

LAWS5014: Corporations Law

Semester 2, 2023 [Normal evening] - Camperdown/Darlington, Sydney

This unit of study examines the law affecting modern business corporations operating in Australia. It examines corporate law, the regulation of markets in corporate securities and the current Australian regulatory environment. Topics examined include corporate formation and the consequences of the company as an entity with its own personality, regulating the internal functioning of companies including the operation of the company's constitution and the role and duties of corporate directors to the company and its members, the rights and remedies available to shareholders to protect their investment, the authority of corporate officers and the responsibility of companies to outsiders for their actions, financing the company's operations through debt and equity, the external administration of companies in financial distress, winding up and deregistering companies, and regulating on-market and off-market transactions in corporate securities. We will evaluate current rules and doctrines, as well as proposals for their reform, in light of the economic and social policy considerations influencing their design and functioning.

Unit details and rules

Academic unit Law
Credit points 6
Prerequisites
? 
None
Corequisites
? 
None
Prohibitions
? 
LAWS2014
Assumed knowledge
? 

None

Available to study abroad and exchange students

No

Teaching staff

Coordinator Jason Harris, jason.harris@sydney.edu.au
Lecturer(s) Bill Hundy, william.hundy@sydney.edu.au
Type Description Weight Due Length
Supervised exam
? 
Final exam
2.5 hour final exam (+ 30 mins reading)
60% Formal exam period 2.5 hours
Outcomes assessed: LO1 LO3 LO2
Participation Participation
Class participation
10% Ongoing Ongoing
Outcomes assessed: LO1 LO3 LO2
Supervised test
? 
In-semester test
1.5hr in-semester test (+30 min reading time)
30% Week 08
Due date: 18 Sep 2023 at 18:00
1.5 hours
Outcomes assessed: LO1 LO3 LO2

Assessment summary

Class participation (10%): Students will be assessed on their contribution to class discussions and activities on an ongoing basis.

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.

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 18 September, commencing at 6pm, and will conclude at 8pm (Sydney, Australia time). The test will consist of one problem question. The exam will cover material drawn from classes 1-6 (inclusive).

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 a hypothetical problem scenario presented in the exam paper. 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 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 advising multiple parties involved in the hypothetical problem question in the exam paper.

Final exam (60%):  Students will undertake a supervised final 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.

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. 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 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.

 

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

IMPORTANT NOTE: 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 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:

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.

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
Week 01 Class 1: History and theory; regulatory overview; company formation; business structures; types of companies Seminar (3 hr) LO1 LO2 LO3
Week 02 Class 2: Corporate fundraising; an overview of corporate insolvency Seminar (3 hr) LO1 LO2 LO3
Week 03 Class 3: Corporate personality and limited liability; piercing the veil Seminar (3 hr) LO1 LO2 LO3
Week 04 Class 4: Corporate constitution; corporate decision making organs Seminar (3 hr) LO1 LO2 LO3
Week 05 Class 5: Company meetings Seminar (3 hr) LO1 LO2 LO3
Week 06 Class 6: General and statutory civil liability in contract Seminar (3 hr) LO1 LO2 LO3
Week 07 Class 7: Tortious liability and corporate criminal liability Seminar (3 hr) LO1 LO2 LO3
Week 08 Class 8: Directors’ and officers’ duties 1: good faith and proper purpose; conflicts of interest Seminar (3 hr) LO1 LO2 LO3
Week 09 Class 9: Directors’ and officers’ duties 2: no profit rule; statutory duties Seminar (3 hr) LO1 LO2 LO3
Week 10 Class 10: Directors’ and officers’ duties 3: the duty of care, skill and diligence; the BJR Seminar (3 hr) LO1 LO2 LO3
Week 11 Class 11: Directors’ and officers’ duties 4 Seminar (3 hr) LO1 LO2 LO3
Week 12 Class 12: Members' remedies Seminar (3 hr) LO1 LO2 LO3
Week 13 Class 13: Revision Seminar (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 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 any one or more of the following textbooks or casebooks

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

or

(casebook) Aoun, Armson, Dixon, Nehme, Redmond's Corporations and Financial Markets Law, 8th ed, 2022 (Thomsonreuters)

or

(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 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.