Classes:                                                                                            

Classes will progress through the various Lecture Areas referred to in this Unit Guide. There is one seminar each week (time allotted 3 hours). There may be some reorganisation, overlapping, and/or integration of areas to accommodate assessment and unit structure.

The timetable for classes can be found on the University web site at:  http://www.timetables.mq.edu.au  

Required and Recommended Texts and Materials:

Lipton, Herzberg and Welsh, Understanding Company Law, Thomson Reuters (Lawbook Co.) 17thed 2013.

Quilter, M, Company Law Perspectives 1st ed. 2012

Texts can be purchased from the Macquarie University Co-op Bookshop, and are available in the Macquarie University library. The unit will focus on corporate issues and the relevance and effect of the Corporations Act. The Act may be viewed in full at  www.austlii.edu.au

Useful websites: www.asic.gov.au  www.asx.com.au  www.takeovers.gov.au  www.smh.com.au  www.camac.gov.au  www.lipton-herzberg.com.au

By using www resources students are able to gain a perspective on their studies and be aware of real world situations where company law is relevant. Newspaper coverage of company law gives depth and realism to the formal explanations of the law in texts.

Unit Web Page Course materials are available on the learning management system (iLearn). Teaching and Learning Strategy Students should take responsibility for their own learning and this will incorporate reading as required, attendance at classes, developing effective study strategies, reflection on their abilities, and a task oriented approach to assessment – that is, do not think solely about your input (gathering information) think about what will be required, what makes for successful performance in tests and exam, how will you use the law you have studied? There are 2 main components of successful company law study: one is that students must have some knowledge of the core issues of the relevant topics [take short clear notes in lectures, think about your task, involveyourself in classes], the second is that students will only be successful if they can apply what they have learned, that is, in your test, exam or other assessment such as a presentation, you have to be able to use the law to solve problems or to clearly explain issues.

Classes should be used by students to test their understanding of the unit in an environment where immediate feedback is available from the lecturer – students should be prepared to respond to, and ask, questions – being active is an important aspect of both study and professional practice and classes will be of more benefit to all students if they are willing to participate.Students are expected to attend classes. Where any issue arises as to a student’sperformance it may be necessary to consider whether they have attended all the classes.  

Technology Used and Required: Students must be familiar with iLearn. Students are required to conduct their own research and need to be familiar with Internet search engines.  

Where specific materials outside of the text may be relevant students will be directed accordingly:

Week 1 – LEGAL SYSTEM, CORPORATE FRAMEWORK AND CORE PRINCIPLES

Contracts; Agency; Associations; Sole Traders; Partnerships

LHW Ch.  Partnership Act: www.austlii.edu.au/au/legis/nsw/consol_act/pa1892154/

Week 2 – DIRECTORS AS AGENTS AND THEIR ROLE IN IDENTIFYING CORPORATE LIABILITY

Evolution of modern company and Australian developments:

LHW Ch.1          

Applying for registration and the consequences of incorporation:

LHW Ch.2   

Types of Companies:

LHW Ch.3         

The company constitution and the replaceable rules:

LHW Ch. 4

Company liability in contract, tort and crime:

LHW Ch. 5             

Corporations Act: www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/

Week 3 – RELEVANCE OF GOVERNANCE IN RELATION TO CORPORATE FINANCING AND PAYMENT OF DIVIDENDS

Disclosure to Investors – fundraising:

LHW Ch. 7           

Share capital:

LHW Ch. 8           

Debentures and Loan Capital:

LHW Ch. 11

Dividends:

LHW Ch. 10

Week 4 – DIRECTORS AND GOVERNANCE ISSUES IN RELATION TO PROCEDURE AND MANAGEMENT

 L&H Ch. 12         

ASIC Investigation: 

LHW Ch. 21         

Week 5 - DIRECTORS DUTIES and CORPORATE GOVERNANCE [1]

GENERAL LAW (FIDUCIARY) DUTIES

 LHW Ch. 13         

Week 6 - DIRECTORS DUTIES and CORPORATE GOVERNANCE [2]

STATUTORY DUTIES

LHW Ch. 13         

Week 7 – DIRECTORS DUTIES and CORPORATE GOVERNANCE [3]

FINANCIAL AND REPORTING OBLIGATIONS; ASX CORPORATE GOVERNANCE PRINCIPLES

LHW Ch. 13

Financial and Reporting Obligations of Directors:

LHW Ch. 15                                 

Mid session break April 13 to April 27, 2013

Week 8 – THE ROLE OF DIRECTORS DUTIES AND GOVERNANCE IN RELATION TO MEMBERS RIGHTS

 Members Meetings:

LHW Ch.14                      

Members Rights and the position of the Minority:

LHW Ch.17  

Week  9 – GOVERNANCE IN RELATION TO THE WIDER MARKET:

TAKEOVERS; FINANCIAL SERVICES AND MARKETS

Takeovers:

LHW Ch. 18         

Financial Services and Markets:

LHW Ch. 19        

Week 10 – INSOLVENCY AND GOVERNANCE [1]

CORPORATE RESTRUCTURING

 Insolvency

Arrangements and Reconstructions; Receivership; Voluntary Administration

LHW Chs.22, 23, and 24

Week 11 – INSOLVENCY AND GOVERNANCE [2]

LIQUIDATION

 Liquidation - Insolvent trading

LHW Ch. 25   (for insolvent trading Ch.13)            

Week  12 – THE FUTURE OF GOVERNANCE PRACTICES

OVERVIEW AND REVISION

Week 13 – FINAL EXAMINATION TO BE HELD IN CLASS

In addition to the course materials and textbook, students are encouraged to consult different sources and search for external reading materials and practical reports. This will enhance their understanding of the unit concepts and support their learning process.