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Unit outline_

LAWS5103: Advanced Corporate Law

Semester 1, 2020 [Normal evening] - Camperdown/Darlington, Sydney

This unit of study has as its objective the exploration of contemporary issues concerning debt and equity finance in Australian public and proprietary companies, with an emphasis on law reform in the areas of the raising of corporate finance; the positions of shareholders and creditors in the event of the company's insolvency; as well as aspects of external administration include receivership, voluntary administration, liquidation.

Unit details and rules

Academic unit Law
Credit points 6
Prerequisites
? 
LAWS5014
Corequisites
? 
None
Prohibitions
? 
LAWS5145
Assumed knowledge
? 

None

Available to study abroad and exchange students

Yes

Teaching staff

Coordinator Kym Maree Sheehan, kym.sheehan@sydney.edu.au
Type Description Weight Due Length
Final exam hurdle task Option 1: Take-home exam (70%)
Written take-home exam
0% Formal exam period 2.5+ hours
Outcomes assessed: LO1 LO7 LO6 LO5 LO4 LO3 LO2
Assignment Option 2: Research essay (70%)
Research essay: select topic from list in UOS outline
0% Formal exam period
Due date: 12 Jun 2020 at 23:59
4,500 words
Outcomes assessed: LO1 LO2 LO3 LO4 LO5 LO6 LO7
Assignment hurdle task Take-home problem question
Take-home problem question based on seminars 1-6.
0% Week 08
Due date: 20 Apr 2020 at 23:59
1,800 words excluding footnotes
Outcomes assessed: LO1 LO6 LO3 LO2
hurdle task = hurdle task ?

Assessment summary

  • Take-home problem question (30%): This will be on the materials covered in weeks 1-5. It is not a research essay and no additional research is required beyond the materials used in the course. AGLC 4 referencing is expected and the word count will be strictly enforced. The question will be released at the start of week 6 (week beginning Monday 30 March 2020) and is due at the start of week 8 (at 11.59pm on Monday 20 April 2020). Note AVCC week (no classes) is the week before week 8. 
  • Option 1: Final take-home exam (70%): The final take-home will be conducted over  3 days during the exam period.It will feature two questions: a problem question based on external administration (receivership, voluntary administration, liquidation and aspects of corporate finance may be pertinent). All students doing the exam must do this problem question, and an essay question based on external administration or corporate finance or corporate law reform (a choice will be available across these three areas). The two questions will be equally weighted.
  • Option 2: Research essay (70%): Students have the option to choose a 4,500 word research essay in place of the regular final exam. Students who will choose the research essay are required to submit their work during the formal exam period. A student must make a satisfactory attempt at 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.

 

Detailed information for each assessment can be found on Canvas.

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 a 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 (informal or via the special consideration system), will attract a penalty of 10% of the total marks available for the piece of assessment per calendar day or part thereof.

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 Introduction and corporate law reform Seminar (3 hr) LO1 LO2
Week 02 Corporate finance 1 Seminar (3 hr) LO3
Week 03 Corporate finance 2 Seminar (3 hr) LO3
Week 04 Corporate finance 3 Seminar (3 hr) LO3
Week 05 Corporate Finance 4 Seminar (3 hr) LO3
Week 06 Current issues in corporate finance Seminar (3 hr) LO1 LO2 LO3 LO6
Week 07 Introduction to external administration: insolvency and receivership Seminar (3 hr) LO1 LO4 LO5
Week 08 Voluntary administration 1 Seminar (3 hr) LO4 LO5
Week 09 Voluntary administration 2 Seminar (3 hr) LO4 LO5
Week 10 Liquidation 1 Seminar (3 hr) LO4 LO5
Week 11 Liquidation 2 Seminar (3 hr) LO4 LO5
Week 12 Current issues in external administration Seminar (3 hr) LO1 LO2 LO4 LO5 LO7
Week 13 Rethinking corporate law reform Seminar (3 hr) LO1 LO2 LO6 LO7

Attendance and class requirements

  • Attendance: See Canvas for details. 
  • Word count 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, over the limit.
  • Referencing guide: The Sydney Law School and the Unit of Study Coordinator/Lecturer expects you to use the most recent version of the Australian Guide to Legal Citation (4th edition, 2018) for your footnoting style. Pinpoint citation is required.  This is set out comprehensively is available at About the Australian Guide to Legal Citation (AGLC).
  • Assignment coversheets: Your mid-semester take-home task and the final essay (if choosing this option) will be submitted via Canvas only. No hard copy assessment is required. 



With the move to online delivery the Law School attendance requirement no longer applies. Students should refer to Canvas for details of class engagement in individual units of study.
 

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

There is no one text book that covers the course. I have therefore not prescribed a text book.

Required readings are the cases noted below under topic headings in the UOS Outline on Canvas and the following statutes and guidelines: the Corporations Act 2001 (Cth), the Corporations Regulations 2001 (Cth), the Insolvency Practice Rules, the ASX Corporate Governance Council’s Principles of Corporate Governance and Recommendations (4th edition). 

All readings for this unit can be accessed through the Library eReserve, available on Canvas. 

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. Critically assess the process of corporate law reform using the policy cycle, including actors, reform methods, consultation opportunities, submissions and their public availability
  • LO2. Critically evaluate the different types of regulation applying to corporations, including legislation, standards, guidance, policy
  • LO3. Identify and advise on corporate finance issues including available options to achieve desired funding goals and legal issues
  • LO4. Identify insolvency on given fact patterns
  • LO5. Identify and advise directors on options for addressing the company's financial difficulties, including workouts and informal restructuring, schemes of arrangement, safe harbours, voluntary administration and liquidation. This outcome includes advice on the impact of receivership
  • LO6. Understand the current issues in corporate finance and assess potential reforms
  • LO7. Understand the current issues in external administration and assess potential reforms

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 unit has been offered in 2018 and 2019. Each year I update the course to reflect current developments and also address contemporary developments that arise during the course. From 2018 to 2019 I changed the mid-semester assessment from a presentation to a take-home problem question. This change was made due to student numbers (23 in 2018; 43 in 2019).

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.