70417 Corporate 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 2020 is available in the Archives.

UTS: Law
Credit points: 8 cp
Result type: Grade and marks

Requisite(s): 70317c Real Property AND 70517c Equity and Trusts
The lower case 'c' after the subject code indicates that the subject is a corequisite. See definitions for details.
Anti-requisite(s): 70107 Principles of Company Law AND 79014 Applied Company Law

Description

Corporations are an all-pervading presence in contemporary society. An understanding of corporate law is essential for students intending to enter a commercial legal practice or aspiring to a senior appointment within a company. Awareness of the different rights and responsibilities of corporate stakeholders, such as directors, employees, creditors and shareholders, is also important for any prospective lawyer, since so many legal issues involve one or more corporations as parties to the action or transaction.

This subject is an introduction to the field of corporate law and corporations, and their role in commerce and society. It looks at that mode of business activity conducted in the form of a vehicle known as a company or a corporation and asks 'What/why/how/who is it?' and considers the various actors involved: shareholders, directors, creditors, regulators and the public, and the web of relationships between these parties. It also explores the legal system and laws, corporate laws, and how they provide dispute resolution mechanisms. In addition, the increasing role of laws as regulatory and prescriptive is explored with a tilt towards understanding and utilising theoretical models of the body corporate and public policies.

This subject is taught from a student-centred perspective, with an emphasis on case and policy analysis, which may involve lectures, seminars and online exercises. It is Australian-laws focused and cases chosen for readings and discussion reflect this bias.

Subject learning objectives (SLOs)

1.	Correctly apply relevant legislative and general law rules to solve legal problems involving the rights and liabilities of members, creditors and officers of Australian companies, and communicate advices to hypothetical clients.
2.	Critically evaluate the adequacy of Australia’s current framework of corporate law, and the scope for reforms.
3.	Clearly articulate and critically evaluate the ethical issues that may arise from a company’s actions and their interaction with commercial issues, and identify solutions to manage these issues.
4.	Assess their own understanding of the perspectives of relevant stakeholders that may be impacted by a company’s decision-making.
5.	Identify and use appropriate information resources to locate relevant and up-to-date legal materials to assist in resolving practical legal problems relating to the decision-making processes and/or actions of Australian companies.
6.	Articulate the legal, commercial, political and economic factors that drive changes in Australian corporate law, and reflect upon how these factors may impact upon Australian corporate law in the future.

Course intended learning outcomes (CILOs)

This subject also contributes specifically to the development of the following graduate attributes which reflect the course intended learning outcomes:

• 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 (LAW.1.0)
• Ethics and Professional Responsibility
  A capacity to value and promote honesty, integrity, accountability, public service and ethical standards, including an understanding of approaches to ethical decision-making, the rules of professional responsibility and an ability to reflect upon and respond to ethical challenges in practice (LAW.2.0)
• 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 (LAW.3.0)
• Self management
  The ability to implement appropriate self-management and lifelong learning strategies, including initiating self-directed work and learning, judgment and responsibility, self assessment of skills, personal wellbeing and appropriate use of feedback and, a capacity to adapt to and embrace change (LAW.6.0)

Teaching and learning strategies

Principles of learning and teaching for this subject

These are the principles that shape learning in this subject:

• Learning will be more effective when it is active, when you are actively engaged in the learning process. That requires prior preparation on your part and regular participation in seminars.
• The value of interactive learning and teaching lies in its encouragement of higher order thinking skills such as analysis, synthesis and critical evaluation. These are part of the subject objectives identified above
• Learning is based on individual student preparation and exploring understanding in discussion with other students both in and out of class. Cooperative learning with peers out of class is strongly encouraged, to develop interpersonal, professional and cognitive skills as well as friendships and enduring connections. (Extend friendship to your fellow students as your seminar leaders do to each of you). Learning and teaching is at its core a humanistic enterprise.
• Learning is most effective when you are stretched and challenged, in class and through assessment tasks.
• Learning will be most effective and personal goals best achieved when the learning and teaching process is shaped by the past experience each student brings to the subject and by their future ambitions.

These principles are applied in the following learning strategies:

Strategy 1 (independent learning): Student learning outside the classroom is a key learning strategy in this subject. You will do a large part of the learning in this subject by undertaking all of the pre-class activities including listening to the weekly podcast recording, watching any audiovisual material, studying and reflecting upon the assigned readings and undertaking online quizzes. Students will need to complete a range of tasks in preparation for seminar classes:

A weekly, one hour podcast recording made available on UTSOnline to students at least 1 week prior to face to face seminars. Students must listen carefully to the podcast before attending the seminar.
A practice online quiz before some seminars, and/or view audiovisual material before seminars
Prescribed readings (as set out in the program below) and attempt the seminar questions (as listed in the Seminar Guide on UTSOnline) before each seminar.

Strategy 2 (online activities): The subject incorporates a weekly podcast recording (available UTSOnline). The podcast recordings build upon prior student reading of assigned material so that the seminar does not focus on knowledge transmission but is devoted to strengthening skills of comprehension, analysis, application to problems, and appraisal of policy. UTSOnline will provide a range of mixed media materials to support deeper learning and engagement by students by highlighting ethical issues and legal problems in a commercial context with a view to advising a range of potential clients in a corporate legal practice environment.

Strategy 3 (interactive seminars): The seminars involve interactive class discussion with their peers and teachers about pre-assigned problems, exercises, audio-visual material and readings. Students will learn through collaborative practice-based exercises in seminars that will involve a range of common tasks that corporate lawyers are typically involved in, including meeting simulations, client advice simulations, drafting exercises and small group debates and discussions. Students undertake a variety of collaborative practical exercises including:

• analyse and discuss pre-assigned factual scenarios to learn about how decision-making processes within corporations are used to resolve ethical and commercial considerations
• complete an Australian Securities and Investment Commission form in order to undertake the process of applying to form a company
• undertake exercises designed to allow students to learn about the assessment criteria in the subject. Students will assess a pre-prepared legal advice on a factual scenario and also grade their peer’s legal advice in a low stakes peer feedback exercise.
• examine and, discuss pre-assigned factual scenarios and provide legal advice on those factual scenarios;
• examine and discuss pre-assigned policy-focused questions designed to allow students to critically evaluate the corporate law framework and the scope for reform of corporate law.

Students will also have the opportunity to prepare for the legal advice assessment task by discussing and providing legal advice on past assessment questions.

Strategy 4 (feedback): Students will receive feedback on assessment tasks from the markers and will benefit from ongoing peer and staff feedback through in-class group and individual activities. Students will be provided with a short legal advice exercise in the first two weeks of teaching which will be peer reviewed in class and discussed together with an exemplar from a prior semester to assist students to develop and refine their legal advice writing skills within a corporate law practice context.

Strategy 5 (assessment): The undertaking of assessment in this subject is designed to assess how well students can apply their knowledge and skills derived from their collaborative learning both in class and online to practical hypothetical problems that are commonly faced by corporate lawyers. The assessment tasks will help students develop and improve their professional attributes and knowledge through problem-solving skills and the provision of legal advice both individually and in groups. The assessment also assists students to develop a detailed understanding of corporate decision-making processes and the role that lawyers can have in those processes.

Subject Delivery

Learning in this subject involves a one-hour podcast before each three hour seminar. Students must attend and actively participate in seminars.

Seminars for this subject commence in Week 1. Students are expected to remain in their seminar groups for the duration of the semester.

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 timetable in My Subject Activities online at https://mysubjects.uts.edu.au.

Content (topics)

• Historical development of Australian corporate law and regulation
• Ethical and theoretical considerations in managing companies
• Separate legal personality
• Other business structures (including partnerships) and rationale for forming companies
• Formation, types and life cycle of companies
• Contractual, tort and criminal liability of companies
• Internal rules of companies
• Corporate authority and contracting
• Corporate decision-making
• Regulation of financial services and markets and corporate fundraising
• Duty of care, skill and diligence
• Liability for insolvent trading
• Good faith and proper purpose
• Managing conflicts of interest
• Members rights and remedies

Assessment

Assessment task 1: Advanced seminar participation

Objective(s):	This task addresses the following subject learning objectives: 1, 2, 3, 4, 5 and 6 This task contributes specifically to the development of the following graduate attributes: LAW.1.0, LAW.2.0, LAW.3.0 and LAW.6.0
Weight:	10%
Criteria:	Demonstrated management of time to prepare for each advanced seminar session - using weekly materials and online activities prior to class showing a commitment to ongoing learning GA 2, 6; SLO 1, 4, 5 Consistent and active participation in group activities and active collaboration with peers during seminars throughout the teaching period GA 2, 6; SLO 1, 4 Quality of contribution to advanced class discussions throughout the semester GA 1, 6; SLO 1, 2, 3, 4, 5 6 Draws on additional relevant legal materials to assist in resolving practical legal problems relating to Australian companies during discussions GA 1, 3; SLO 1, 5 Demonstrated capacity to be a reflective professional, able to adapt to change demonstrated by thoughtful comments during discussions. GA 3, 6; SLO 2, 3, 6

Assessment task 2: Ethics reflection

Objective(s):	This task addresses the following subject learning objectives: 3 and 4 This task contributes specifically to the development of the following graduate attributes: LAW.2.0, LAW.3.0 and LAW.6.0
Weight:	15%
Length:	2 pages maximum (see Further Information)
Criteria:	Evaluation of relevant ethical issues faced by corporate personnel and application of ethical and commercial reasoning to factual scenario with ethical and commercial considerations from the perspective of identified stakeholders GA 2, 3; SLO 3, 4 Analysis of internal company decision-making processes with balancing and alignment of the various commercial and ethical considerations? GA 2, 3; SLO 3 Advanced understanding of corporate decision-making processes and the role that the identified stakeholders have in that process and formulation of viable solutions about the various commercial and ethical considerations GA 2, 3; SLO 4 Demonstrate judgement and responsibility as a legal professional in an ethical context GA 2, 3, 6; SLO 3 Demonstrated capacity to be a reflective and resilient professional who can adapt to change, through evaluation of student’s own background knowledge of corporate stakeholders and self directed learning (independent research) about key stakeholders as required GA 2, 3, 6; SLO 4

Assessment task 3: Legal Advice

Objective(s):	This task addresses the following subject learning objectives: 1, 3, 5 and 6 This task contributes specifically to the development of the following graduate attributes: LAW.1.0, LAW.2.0 and LAW.3.0
Weight:	25%
Length:	1500 words including footnotes (if any).
Criteria:	Correct identification of important legal issues GA 1, 3; SLO 1 Correct application of relevant cases and statutory materials GA 1, 3; SLO 1, 5 Succinctness and clarity of writing, structure and grammar and persuasiveness of arguments GA 1, 3; SLO 1, 6 Appropriate legal referencing of high level primary sources GA 1; SLO 5 Ability to manage competing arguments GA 1, 3; SLO 1, 5 Demonstration of judgement and responsibility as a legal professional in the context of providing advice to clients. GA 2, 3; SLO 3

Assessment task 4: Final exam

Objective(s):	This task addresses the following subject learning objectives: 1, 2, 3, 4, 5 and 6 This task contributes specifically to the development of the following graduate attributes: LAW.1.0 and LAW.3.0
Weight:	50%
Length:	3 hours
Criteria:	Correct identification of important legal issues GA 1, 3; SLO 1 Correct application of relevant cases and statutory materials GA 1, 3; SLO 1, 5 Clarity of writing, structure and grammar and persuasiveness of arguments GA 1, 3; SLO 1, 3, 6 Ability to manage competing arguments GA 1, 3; SLO 1, 5 Demonstrated judgement and responsibility as a legal professional in a broader social context GA 2, 3; SLO 3, 4, 6

Required texts

S Bottomley, K Hall, P Spender and B Nosworthy Contemporary Australian Corporate Law (Cambridge University Press, 2018) (“Bottomley et al”),

and

Corporations Legislation 2020:

All 3 major publishers (Thomson Reuters, LexisNexis Butterworths and CCH) publish annual editions of the Corporations Legislation, including the Corporations Act 2001 (Cth). Each of these editions contains the legislation with brief supporting notes, although the Thomson Reuters version also provides a detailed annual review and case annotations. The LexisNexis Butterworths version ‘practitioner edition’ also has brief case annotations.

PLEASE NOTE: Old editions of the textbook and legislation are not suitable for this subject.

THE IMPORTANCE OF LEGISLATION: Both the reading materials and lectures make extensive reference to legislation, particularly (but not exclusively) the Corporations Act 2001 (Cth). Sometimes these references are in passing and sometimes they are in detailed analysis. You must ensure that you read and understand all legislation referred to and have it on hand during the examinations. In previous semesters many students have received poor marks because when problem solving they have sought to rely upon general statements of statutory provisions rather than studying the primary source. Don't let this happen to you !!!

References

General reading on corporate law

• RP Austin and IM Ramsay, Ford Austin and Ramsay's Principles of Corporations Law (LexisNexis Butterworths, 17th ed, 2018) (the most thorough and comprehensive reference on Australian corporate law (also available on-line via the UTS Library))
• RP Austin, HAJ Ford and IM Ramsay, Company Directors: Principles of Law and Corporate Governance (LexisNexis Butterworths, 2005; new edition forthcoming 2019) (a detailed treatment of the legal rules of corporate governance, directed at the needs of specialist legal practitioners)

• J Harris, Company Law: Theories, Principles and Applications (LexisNexis Butterworths, 2nd ed, 2015)

• P Redmond, Corporations and Financial Markets Law (Thomsonreuters, 7th ed, 2017)

• E Boros and J Duns, Corporate Law (Oxford University Press, 3rd ed, 2013) (a succinct discussion of key corporate law principles)

• J Corkery and B Welling, Principles of Corporate Law in Australia (Scribblers, 2008) (a concise discussion of key corporate law principles and cases)

• P Hanrahan, I Ramsay and G Stapledon, Commercial Applications of Company Law 2019 (CCH, 20th ed, 2019) (a good introduction to the subject but written with business, not law, students in mind)
• J Harris, A Hargovan and M Adams, Australian Corporate Law (LexisNexis Butterworths, 6th ed, 2017) (a good introduction to the subject but written with business, not law, students in mind)
• P Lipton, A Herzberg and M Welsh, Understanding Company Law (Lawbook Co, 19th ed, 2018) (a good introduction to the subject but written with business, not law, students in mind)

Specialist online commentaries include:

• R Austin and A Black, Austin and Black's Annotations to the Corporations Act (LexisNexis AU)
• R Barrett (ed), Robson's Annotated Corporations Act (LegalOnline)
• LexisNexis AU, Australian Corporations Law Principles and Practice

Other resources

Useful Websites

1. Australian Securities and Investments Commission (www.asic.gov.au)
2. Corporations and Markets Advisory Committee: now discontinued, but published useful reports on key policy developments in corporate law (www.camac.gov.au)
3. Parliamentary Joint Committee on Corporations and Financial Services (www.aph.gov.au)
4. Melbourne Law School Centre for Corporate Law & Securities Regulation (http://cclsr.law.unimelb.edu.au)