70107 Principles of Company Law
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particular semester, location and mode of offering is the authoritative source
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Subject handbook information prior to 2015 is available in the Archives.
Credit points: 8 cp
Subject level:
Postgraduate
Result type: Grade and marksRequisite(s): 70317 Real Property AND 70517 Equity and Trusts
These requisites may not apply to students in certain courses. See access conditions.
Anti-requisite(s): 70417 Corporate Law
Description
This subject examines the role and operation of companies in Australia and in modern commercial practice. The internal operation of companies is discussed, particularly the role of members; meetings, the corporate constitution, the board of directors and the duties of corporate directors and other officers. The topic of separate corporate personality is also discussed, together with the role of the limited liability principles.
The subject also considers the role of state regulation of corporate activity using a range of social, political and theoretical perspectives. Both for profit and not-for-profit companies are examined, but the primary focus is on companies registered under the Corporations Act 2001 (Cwlth).
Subject objectives
Upon successful completion of this subject students should be able to:
| 1. | demonstrate a working knowledge and understanding of the principles, doctrines and structures of Australian company law within the context of the prescribed readings; |
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| 2. | respond to professional situations, typically as a legal adviser or participant in management decision-making, that call for the exercise of ethical judgment; |
| 3. | demonstrate an appreciation of diversity, cultural and gender values specifically in the context of corporate law; and to work in tutorial groups to discuss these issues; |
| 4. | demonstrate the ability to identify and analyse relevant facts, problems and issues from a given scenario and develop an argument in response, discussing available options in the context of corporate law. |
Content
- Contextual and theoretical perspectives
- Partnerships and other business structures
- The nature of companies registered under the Corporations Act
- Corporate personality
- Corporate liability
- Introducing directors
- Corporate decision making organs
- Corporate regulation and accessorial liability
- The duty of care
- The duty to act in good faith and for a proper purpose
- The duty to avoid conflicts of interest
- Statutory regulation of directors and officers duties
- Members’ remedies
Assessment
Assessment task 1: Class Participation
| Weight: | 15% |
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Assessment task 2: Research Assignment
| Weight: | 35% |
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Assessment task 3: Final Examination
| Weight: | 50% |
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