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77947 Companies and Securities Law

Warning: The information on this page is indicative. The subject outline for a particular session, 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 2017 is available in the Archives.

UTS: Law
Credit points: 6 cp
Result type: Grade and marks

There are course requisites for this subject. See access conditions.

Description

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.

Subject learning objectives (SLOs)

Upon successful completion of this subject students should be able to:

1. understand the nature of a corporate entity, how it comes into existence, operates and is terminated within a legal framework;
2. demonstrate knowledge of the major statutory and case law which affects Corporations, their members, officers and outsiders;
3. read and interpret case and statute law and analysing the effect and operations of these laws on corporations and their stakeholders;
4. analyse problem situations, using the understanding and knowledge gained in the course to identify, advise and report on the corporate legal issues.

Course intended learning outcomes (CILOs)

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

  • Legal Knowledge
    An advanced and integrated understanding of a complex body of legal knowledge including the Australian legal system, social justice, cultural and international contexts, the principles and values of ethical practice, and contemporary developments in law and its professional practice (1.0)
  • Critical Analysis and Evaluation
    A capacity to think critically, strategically and creatively including an ability to identify and articulate complex legal issues, apply reasoning and research to generate appropriate theoretical and practical responses, and, demonstrate sophisticated cognitive and creative skills in approaching complex legal issues and generating appropriate responses (3.0)
  • Communication and Collaboration
    Effective and appropriate professional 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 Lectures to explain the content and outline the major theoretical concepts and develop knowledge
Strategy 2 Discussion and analysis of Precedent cases to refine and develop legal knowledge and to enhance understanding
Strategy 3 Use of Workshop Questions to develop interpretation, analysis and problem solving skills using legal knowledge
Strategy 4 Research Questions to develop teamwork and skills in interpreting, analysing and synthesising information and content

Subject Delivery
The timetabled activities for this subject can be found on the UTS timetable online at http://timetable.uts.edu.au. Students enrolled in this subject can view their personalised timetabled in My Subject Activities online at https://mysubjects.uts.edu.au

Lecture Format and Tutorial Format and Expectation of Student Participation
The Seminars are of 3 hours and involve part lectures and part student centred activities.

Content (topics)

  1. Company Law in Context -Overview of business organisations in Australia and the basic framework of the corporate legislation under the Corporations Act 2001 (Cth) and the Australian Securities & Investments Commission.
  2. Registration & Consequences -The constitutional issues, process of registration (incorporation) and its consequences from separate legal entity. Issues of promoters, establishing companies and entering legal relationship prior to registration.
  3. Corporate Constitution - Review of the corporate constitution, including a discussion of the use of replaceable rules and internal management (Turquand principle).
  4. The Corporation and Outsiders - The relationship between companies and their ability to commit crimes, enter a contract and be liable for a tort, both primarily and secondary (vicariously).
  5. Organ Theory & Officers - Explanation of how companies make decisions through their board and agents. Discussion as to the importance of the definitions of the various types of officers.
  6. Directors and Officers Duties - Officers and directors duties under the common law, equity and statute (Corporations Act). Also, corporate responsibilities of the company and its officers under other laws.
  7. Shareholder Protection - The rule in Foss v Harbottle and the various common law and statutory exceptions, such as the derivative action and minority protection.
  8. Corporate Finance and Fundraising - Review of the various capital structures of companies with ordinary, preference and deferred shares and debt capital via charges. Review of prospectus provisions and potential liabilities for misleading statements.
  9. Dividends, Financial Reporting and Auditors - Rules about payment of Dividends, financial reporting obligations of Companies, Duties of Auditors to the Company and Third Parties.
  10. External Administration - The process of external administration via receivers, voluntary administrators, liquidations and voluntary winding up.
  11. Revision Class

Assessment

Assessment task 1: Multiple Choice Tests - Closed Book

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: 20%
Length:

20 questions per Test.

25 minutes to complete each Test with no reading time.

Assessment task 2: Research Assignment

Intent:

"Research a specified topic, reading and interpreting case and statute laws, analysing the effect and operations of these laws on companies and their stakeholders, and using knowledge to report on corporate legal issues in Report format."
Objective(s):

This task addresses the following subject learning objectives:

1 and 3

This task contributes specifically to the development of the following graduate attributes:

1.0, 3.0 and 5.0

Weight: 30%
Length:

2,250 words in total.
Criteria:

The task requires the detailed examination of a discrete area of law. This builds research, information gathering and legal writing/reporting skills.

Assessment task 3: Final Exam - Open Book

Objective(s):

This task addresses the following subject learning objectives:

2 and 4

This task contributes specifically to the development of the following graduate attributes:

3.0 and 5.0

Weight: 50%
Length:

Duration: two hours and 10 minutes reading time.
Criteria:

The examination is based on corporate problem scenarios.

The students have to use their knowledge and understanding to identify and analyse the issue involved. Then they must synthesise this information and report on it.

Required texts

Phillip Lipton, Abe Herzberg and Michelle Welsh, Understanding Company Law (Thomson Reuters (latest edition))

Corporations Legislation (current and up-to-date) from either LexisNexis:Butterworths, or CCH Australia, or Thomson LawBook

Recommended texts

The authors of Understanding Company Law have a website providing further resources to students: http://www.uclaw.com.au/home/

Some students may find the following books very helpful. Some of the books have been written by members of our teaching staff:

  • Jason Harris, Anil Hargovan, Michael Adams, Australian Corporate Law (Lexis Nexis (latest edition))
  • Anil Hargovan, LexisNexis Case Summaries: Corporations Law (LexisNexis, 2014)
  • Grace Li and Sophie Riley, Applied Corporate Law: A Bilingual Approach (LexisNexis, 2009)
  • Brian Burnett, A Resource Book in Company Law and Corporate Governance (B A Burnett, 2010)

References

Books:

  • Elizabeth Boros, John Duns, Corporate Law (Oxford University Press, 3ed 2013)
  • Jason Harris, Company Law: Concise Cases and Legislation (LexisNexis, July 2014)
  • Julie Cassidy, Corporations Law - Text and Essential Cases (The Federation Press, 4ed 2013)
  • Pamela Hanrahan, Ian Ramsay, Geof Stapledon, Commercial Applications of Company Law (CCH, latest edition)
  • Paul Redmond, Corporations and Financial Markets Law (Thomson Reuters, 6ed 2013)
  • Robert Austin and Ian Ramsay, Ford's Principles of Corporations Law (LexisNexis, latest edition)
  • Robert Baxt, Saul Fridman and Jason Harris, Fundamentals of Contemporary Corporate Law (LexisNexis, June 2014)

Online (access via UTS Library "Find Database" Quicklink and "Law" on left hand column):

  • Database: Australian Law Dictionary (Oxford Australian law dictionary)

  • Database: IntelliConnect (CCH): Company and Securities Law: Australian Company Law Cases
  • Database: IntelliConnect (CCH): Company and Securities Law: Australian Company Law Commentary
  • Database: IntelliConnect (CCH): Company and Securities Law: Australian Corporations Legislation
  • Database: LexisNexis Australia: Austin & Black's Annotations to the Corporations Act (online looseleaf)
  • Database: LexisNexis Australia: Australian Corporation Law Legislation (online looseleaf)
  • Database: LexisNexis Australia: Australian Corporation Law Principles & Practice (online looseleaf)
  • Database: LexisNexis Australia: Australian Corporation Practice (online looseleaf)
  • Database: LexisNexis Australia: Ford's Principles of Corporations Law (online looseleaf)

  • Database: LexisNexis Australia: Robert Austin, Harold Ford and Ian Ramsay, Company Directors: Principles of Law & Corporate Governance (2005 online version of hardcopy book)

  • Database: LexisNexis Australia: G E Dal Pont, Law of Agency (2ed 2008 online version of hardcopy book)

  • Database: Legal Online (LawBook): Commentaries Robson's Annotated Corporations Legislation (online looseleaf)

  • Database: Legal Online (LawBook): Cases Australian Law Journal Reports

  • Database: Legal Online (LawBook): Cases Commonwealth Law Reports

  • Database: Legal Online (LawBook): Cases Federal Court Reports

  • Database: Legal Online (LawBook): Cases Federal Law Reports

  • Database: Legal Online (LawBook): Encyclopaedia The Laws of Australia

Other resources

Online Journals (access via UTS Library "Find Database" Quicklink and "Law" on left hand column):

  • Database: Legal Online (LawBook): Journals Australian Business Law Review
  • Database: Legal Online (LawBook): Journals Company and Securities Law Journal
  • Database: LexisNexis Australia: Australian Journal of Corporate Law

Other Publications

  • Commonwealth Treasury: Corporate Law Economic Reform Program (CLERP Papers nos 1-9 and subsequent implementation) (Treasury archive: Publications: 01-04-1997, 01-05-1998, 03-03-1999, 01-06-2000, 18-09-2002, 17-10-2002, 08-10-2003)
  • Commonwealth Treasury: Independence of Australian Company Auditors Report (as originally released October 2001 and subsequent published editions and reviews) (Treasury archive: Publications: 08-10-2001, 01-05-2002, 15-11-2006)
  • Australian Securities & Investments Commission: Annual Reports, Media Releases, Policy Statements etc
  • Corporations Law Simplification Task Force, Proposals and Plans of Action
  • Keeping Good Companies, Chartered Secretaries Australia
  • Company Director, Australian Institute of Company Directors
  • Charter, Institute of Chartered Accountants in Australia
  • Risk Management, THC Press
  • Australian CPA, CPA Australia

For an alternative legal citation system, please see the UTS Faculty of Law Guide to Written Communication. The Guide is available from the Law web site at http://www. law. uts. edu. au/ students/ assessment/ submitting .html Guide to Essay Writing and Anita Stuhmcke, Legal Referencing (2nd ed, 2001).

Websites: