79014 Applied Company Law

Warning: The information on this page is indicative. The subject outline for a particular semester, location and mode of offering is the authoritative source of all information about the subject for that offering. Required texts, recommended texts and references in particular are likely to change. Students will be provided with a subject outline once they enrol in the subject.

Subject handbook information prior to 2015 is available in the Archives.

UTS: Law
Credit points: 6 cp

Subject level:

Undergraduate

Result type: Grade and marks

There are course requisites for this subject. See access conditions.
Anti-requisite(s): 70417 Corporate Law

Description

This subject is designed to provide students with a sound understanding of fundamental aspects of company law and regulations as they apply to the modern company. Emphasis is given to the way company law has developed to reflect the realities of conducting a business relationship in a changing society.

Topics covered include an introduction to alternative business structures, company registration, corporate constitution and replaceable rules, company membership, directors' and officers' duties, the raising of equity and debt, accounts and auditing, and companies in difficulty.

Subject objectives

1.	demonstrate a working knowledge and understanding of the principles of Australian company law within the context of the prescribed readings;
2.	identify and analyse relevant facts, problems and legal issues from a given scenario and develop an argument in response, discussing available options in the context of company law;
3.	interpret company law legislation, to complete transactions based on that legislation and relevant case law/ASIC guidelines, and to discuss the relevant transactions clearly in class;
4.	appreciate diversity, cultural and gender values and social justice issues specifically in the context of company law.

This subject also contributes specifically to the development of the following graduate attributes:

• Legal Knowledge
  A coherent understanding of fundamental areas of legal knowledge including the Australian legal system, social justice, cultural and international contexts and the principles and values of ethical practice. (1.0)
• Critical Analysis and Evaluation
  A capacity to think critically, strategically and creatively including an ability to identify and articulate legal issues, apply reasoning and research, engage in critical analysis and make reasoned choices. (3.0)
• Communication and Collaboration
  Effective and appropriate communication skills including highly effective use of the English language, an ability to inform, analyse, report and persuade using an appropriate medium and message and an ability to respond appropriately. (5.0)

Teaching and learning strategies

Strategy 1 Learning through study of and reflection upon assigned readings before class. Student reflection outside class, for class and for assessment, is one of the principal learning strategies for the subject.

Strategy 2 This subject uses a combination of ‘lecture segments’ and a range of teaching and learning activities for each seminar session. The seminars build upon prior reading of assigned material so that the class time does not focus on knowledge transmission but is devoted to strengthening skills of comprehension, analysis, application to problems, and appraisal of policy.

Strategy 3 Interactive class activities, online discussion, transactions and readings that strengthen skills in the application of knowledge to real-life situations.

Strategy 4: Group collaboration; group preparation of the student led seminars; and group problem question preparation enable students to analyse and reflect upon their own learning with their peers.

Strategy 5 Exam preparation and the examinations themselves develop independent learning, problem solving within a tight deadline and synthesis of different company law issues.

Subject Delivery:

This subject is taught through one 1.5 hour lecture and one 1.5 hour tutorial each week, 3 hours in total. A range of teacher-led and student-led teaching and learning activities will be run during this face-to-face class time. Preparation before attending seminars, attending each seminar and participating learning activities are all vital and are therefore required and assessable parts of the subject for all students.

Lecture Format:

The readings are to be completed before each lecture. We do not expect you to understand everything in the readings straightaway, but we do expect that you will attempt to read the assigned readings in advance of class even if full understanding of them has not necessarily been achieved.

Expectation of Student Participation and attendance:

Learning will be more effective when it is active, and when you are actively engaged in the learning process. That requires prior preparation on your part and regular participation in the tutorials. Therefore, the problems and other assigned exercises are to be prepared in advance of each tutorial. Very considerable care is taken to support your learning through strong, integrated lectures and tutorials. A record of attendance will be taken at each tutorial and you are expected to attend no less than 80% of your tutorials. Participation in tutorials is also an assessment task that carries 20% of the total marks for this subject. It goes without saying that you are not able to participate in the tutorials unless you attend. The tutorial program commences on the same day as lectures. You should download a copy of tutorial questions from your UTSOnline and always bring it with you to your tutorial class.

Content

Topic 1
Introduction
Issues in company law and teaching, learning and assessment in this subject
Introduction to law
Choosing a business form; comparing partnerships, companies, sole trader, joint venture and trusts.

Topic 2
Incorporation & Its Consequences
(a) The process of incorporation as a company;
(b) consequences of incorporation;
(c) corporate personality

Topic 3
Internal Operations of the Company
(a) The corporate constitution and replaceable rules;
(b) The company and outsiders

Topic 4
Corporate Decision-making and Corporate Governance
(a)Members and meetings;
(b) Directors;
(c) Division of Power;
(d) Introduction to issues in Corporate Governance

Topic 5
Directors’ Duties
(a) Directors’ Duties: the duty to prevent insolvent trading ;
(b) Directors’ Duties: the duty of care;
(c) Directors’ Duties: acting in good faith and for a proper purpose; best interest of the company;
(d) Directors’ Duties: Self-interested transactions and other conflicts of interest; secret profits and misappropriation; related party transactions

Topic 6
Members’ Remedies
(a) Controlling Member duties;
(b) Derivative Suit;
(c)Personal suits by members;
(d) Statutory remedies for oppression of minorities;
(e) Winding Up

Topic 7
Sources of Funding, fund raising and Disclosure
(a) Debentures and loans

Topic 8
Maintenance of capital; dividends
(a) Share capital, maintenance of capital and dividends; issuing shares and share buybacks

Topic 9
Reports, Accounts and audit
(a) Basic principles of company financial disclosure;
(b) Auditors' duties to the company, independence of auditors, liability to 3rd parties

Topic 10
Companies in difficulties and external administration
(a) Corporate insolvency & external administration;
(b) liquidation and ending a company's existence

Assessment

Assessment task 1: Student collaboration in legal problem solving

Intent:	Student collaboration is important in this subject and professional collaboration will be vital to your sucessful career. Collaborative learning shifts the responsibility for learning to the student, in the role of “researcher” and self-directed learner. This task encourages students to actively exchange, debate and negotiate ideas within their groups and in class with other groups, to develop students’ interest in the topics, learning, engaging in discussion and taking responsibility for their learning.
Objective(s):	This task addresses the following subject learning objectives: 1, 2, 3 and 4 This task contributes specifically to the development of the following graduate attributes: 1.0, 3.0 and 5.0
Weight:	20%

Assessment task 2: Multiple Choice Test

Objective(s):	This task addresses the following subject learning objectives: 1 This task contributes specifically to the development of the following graduate attributes: 1.0
Weight:	30%
Length:	1 Hour
Criteria:	See description of task.

Assessment task 3: Final Exam (individual)

Objective(s):	This task addresses the following subject learning objectives: 1, 2, 3 and 4 This task contributes specifically to the development of the following graduate attributes: 1.0, 3.0 and 5.0
Weight:	50%
Length:	2 Hours

Required texts

1) J Harris, A Hargovan and M Adams, Australian Corporate Law (HHA) LexisNexis Butterworths 4th Edition.

2) Australian Corporations Legislation 2015.

Recommended texts

Grace Li and Sophie Riley Applied Company Law: A Bilingual Approach, Butterworths (LexisNexis) 2009 ISBN 9780409325638. This is a Chinese- English textbook.

R.P. Austin and I.M. Ramsay, Ford’s Principles of Corporations Law (LexisNexis Butterworths, 14th ed, 2009). This is a most thorough and comprehensive reference on Australian corporate law. Although designed for lawyers, rather than business students, it provides a detailed analysis of the law. It is also available in on-line version via the UTS Library (see LexisNexisAU)

Brian Burnett, A Resource Book in Company Law and Corporate Governance, B A Burnett (2011). This is a handy, easily readable, overview of corporate law.

Pamela Hanrahan, Ian Ramsay and Geof Stapledon, Commercial Applications of Company Law (CCH, 11th ed, 2010). This book provides a useful overview of the subject.

Phillip Lipton and Abe Herzberg and Michelle Welsh, Understanding Company Law (Lawbook Co, th17 ed, ). This textbook provides a good introduction to the subject.

Other resources

Corporate Law Journals

Australian Journal of Corporate Law

Company and Securities Law Journal

Useful Websites

University of Melbourne: see http://cclsr.law.unimelb.edu.au/.

AustLII for the text of Corporations Act, 2001 (Cth): http://www.austlii.edu.au

Lawlex at www.lawlex.com.au for its excellent Corporations Law Bulletins and the text of the Corporations Act, 2001 (Cth) [this electronic service may be accessed from within the UTS Library]

CCH On-Line with the following electronic loose-leaf services:

• Corporate News Archive
• Corporate Practice Manual
• CCH Australian Corporations Commentary
• CCH Australian Corporations Legislation
• CCH Corporations Act Forms
• CCH Corporations Court Rules
• CCH Australian Company Law Cases
• CCH Australian Corporate News

LexisNexisAU with the following electronic loose-leaf services:

• Ford's Principles of Corporations Law
• ASIC Releases
• Australian Corporation Law - Principles and Practice
• Australian Corporation Law – Legislation
• Australian Corporation Practice
• Australian Journal of Corporate Law
• Butterworths Corporation Law Bulletin

Lipton-Herzberg website at http://www.lipton-herzberg.com.au and the Pathways at http://www.lipton-herzberg.com.au/ pathways.html

ASIC website at: http://www.asic.gov.au/ asic/asic.nsf

Current Bills and their second reading speeches at: http://parlinfoweb.aph.gov.au/piweb/ browse.aspx? path=Legislation%20%3E %20Current%20Bills%20by%20

Old Bills at: http://parlinfoweb.aph.gov.au/ piweb/browse.aspx? path=legislation%3E old+bills

CAMAC – the Corporate and Markets Advisory Committee at: http://www.camac.gov.au/ camac/camac.nsf