77947 Companies and Securities Law

This subject explores company law in its applied context, addressing the needs of business practitioners and professionals such as accountants. The subject comprises four main sections. The first examines the principal provisions affecting the formation and operation of companies. The second concerns the main roles, responsibilities and duties of corporate directors, officers and other employees. The third section considers the protection of shareholders including in the process of corporate fundraising through the issue of new share capital; the section also looks at measures to protect creditors through provisions concerning the maintenance of share capital. The final section contains an introduction to securities regulation and deals with other major events in the corporate lifecycle such as external administration and takeovers.

Specific topics covered in the subject include:

• the framework of Australian corporations legislation and the role of the Australian Securities and Investments Commission
• the process of company registration and its consequences; the range of legal forms of association available for the conduct of business enterprise
• the corporate constitution
• the company's liability in contract and under criminal law
• the allocation of responsibility between shareholders, directors and company officers
• directors' and officers' duties and liabilities
• minority shareholder protection and remedies
• the regulation of major equity capital transactions such as capital reductions, share buy-backs and dividend payments
• an introduction to the legal structure of securities market regulation
• corporate fundraising – prospectus disclosure obligations and liabilities
• external administration of failing companies – voluntary administration, receivership, liquidation and winding up
• an introduction to takeovers law.

The subject seeks to:

• provide an overview of corporate law in Australia
• highlight the roles, responsibilities and duties of key personnel involved in corporations
• develop skills in identifying, analysing and understanding corporate legal problems, and
• build an appreciation of the commercial implications of the legal framework in which corporations operate.