Students

ACCG614 – Company Law

2017 – S2 Day

General Information

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Unit convenor and teaching staff Unit convenor and teaching staff Unit Convenor
Michael Quilter
Contact via ACCG614@mq.edu.au
E4A309
By appointment
Teaching Assistant
Sudipti Baral
Contact via ACCG614@mq.edu.au
E4A350C
Credit points Credit points
4
Prerequisites Prerequisites
Admission to MAccg(Adv) or MAccg or MAcc(CPA) or MAcc(Prof) or MAcc(Prof)MCom or MIntAccg or MCom or MEc or MBioTechMCom
Corequisites Corequisites
Co-badged status Co-badged status
Unit description Unit description
This unit introduces students to the Australian legal system, including relevant commercial legal principles and corporate law and regulation. After dealing with core aspects of rights and liabilities, and the characteristics of business organisations generally, the unit focuses on Australian company law. Students develop an understanding of the nature and function of a company, as well as the important issues concerning shareholder rights and the duties of directors. The unit also addresses issues relevant to companies and individuals in financial difficulty and insolvency law. Classes will include consideration of relevant legal issues, case law, and important sections of the Corporations Act 2001 (Cth) and other relevant legislation.

Important Academic Dates

Information about important academic dates including deadlines for withdrawing from units are available at https://www.mq.edu.au/study/calendar-of-dates

Learning Outcomes

On successful completion of this unit, you will be able to:

  • Examine the characteristics of the commercial legal environment and the Australian corporate legislative framework including the characteristics and application of the law of contract
  • Distinguish between business organisations and assess how companies are formed, different types of companies and the relevance of the company constitution
  • Effectively recognise corporate management issues, in particular formulate an understanding of the role and obligations of directors.
  • Appraise and evaluate how shareholders rights are protected and how the Corporations Act regulates acquisition and disposal of shares.
  • Critically assess corporate insolvency in the current regulatory environment.

Assessment Tasks

Name Weighting Hurdle Due
Presentation 15% No Ongoing
Class Test 10% No Week 4 beginning 21 Aug 2017
Assignment 15% No Ongoing
Final Examination 60% No University Examination Period

Presentation

Due: Ongoing
Weighting: 15%

Each student will deliver a presentation in class - presentations must contain accurate content and have clear structure; the student must effectively communicate and engage with the class. More information as to the presentation is available in the Assessment Guide on iLearn.

 

 


On successful completion you will be able to:
  • Examine the characteristics of the commercial legal environment and the Australian corporate legislative framework including the characteristics and application of the law of contract
  • Distinguish between business organisations and assess how companies are formed, different types of companies and the relevance of the company constitution
  • Effectively recognise corporate management issues, in particular formulate an understanding of the role and obligations of directors.
  • Appraise and evaluate how shareholders rights are protected and how the Corporations Act regulates acquisition and disposal of shares.
  • Critically assess corporate insolvency in the current regulatory environment.

Class Test

Due: Week 4 beginning 21 Aug 2017
Weighting: 10%

The test will be administered in your seminar class in the week beginning 21 August 2017. Students must take the test in their allocated/scheduled seminar. 

See Assessment Guide on iLearn for more information.

 

 


On successful completion you will be able to:
  • Examine the characteristics of the commercial legal environment and the Australian corporate legislative framework including the characteristics and application of the law of contract

Assignment

Due: Ongoing
Weighting: 15%

In this assignment students are required to summarise and analyse the relevant issues arising from their presentation topic. It must show evidence of research. It must be submitted via iLearn/Turnitin no later than one week after your presentation (that is, before your next weeks class). A hard-copy of the assignment must also be submitted (handed-in) in the class immediately following the class in which the presentation was given (that is, your next weeks class). Where there is no class held in the week following the class in which your presentation was given (for example: University break or end of session) then the hard-copy of the assignment should be delivered to your lecturer (or as arranged) no later than one week from the date of presentation.

No extensions will be granted. Late tasks will be accepted up to 48 hours after the submission deadline.  There will be a deduction of 10% of the total available marks made from the total awarded mark for each 24 hour period or part thereof that the submission is late (for example, 25 hours late in submission – 20% penalty). This penalty does not apply for cases in which an application in relation to disruption to studies is made and approved.

See Assessment Guide on iLearn for more information.


On successful completion you will be able to:
  • Examine the characteristics of the commercial legal environment and the Australian corporate legislative framework including the characteristics and application of the law of contract
  • Distinguish between business organisations and assess how companies are formed, different types of companies and the relevance of the company constitution
  • Effectively recognise corporate management issues, in particular formulate an understanding of the role and obligations of directors.
  • Appraise and evaluate how shareholders rights are protected and how the Corporations Act regulates acquisition and disposal of shares.
  • Critically assess corporate insolvency in the current regulatory environment.

Final Examination

Due: University Examination Period
Weighting: 60%

Examination Conditions: Formal, invigilated examination . See Assessment Guide on iLearn for more information.

Supplementary Exam:

If a Supplementary Examination is granted as a result of the Disruption to Studies process the examination will be scheduled as per the Supplementary Examination timetable of the Faculty. Please note that the supplementary examination will be of a similar format to the final examination.

 


On successful completion you will be able to:
  • Effectively recognise corporate management issues, in particular formulate an understanding of the role and obligations of directors.
  • Appraise and evaluate how shareholders rights are protected and how the Corporations Act regulates acquisition and disposal of shares.
  • Critically assess corporate insolvency in the current regulatory environment.

Delivery and Resources

Classes

Classes will progress through the various Lecture Areas referred to in this Unit Guide. Students will attend one seminar (maximum time allotted 3 hours) each relevant week. There may be some reorganisation, overlapping, and/or integration of areas to accommodate assessment, holiday scheduling, unit structure or class management. Note that together with the designated practice questions, the classes may cover other issues relevant to the unit.

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

Students must remain in their allocated classes.

Required and Recommended Texts and/or Materials

Required Text: Quilter, Company Law Perspectives, 3rd ed. 2017, Thomson Reuters (Lawbook Co.)  

Recommended: Lipton, Herzberg and Welsh, Understanding Company Law, 18th ed. 2016 Thomson Reuters (Lawbook Co.) 

Both of the above texts can be purchased from the Macquarie University Co-op Bookshop, and are available in the Macquarie University library.

After considering the Australian legal framework and aspects of general commercial law the unit will focus on corporate issues and the relevance and effect of the Corporations Act. Note that certain relevant sections of the Corporations Act are set out in Company Law Perspectives 3rd ed. 2017. Statutes may be viewed in full at www.austlii.edu.au

Also note that the law is constantly changing and evolving, and you will be alerted to any substantial changes that are relevant to the unit or the texts.

Useful websites

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.

Seminars may make use of PowerPoint; overhead projectors; visualisers.

Unit material is available on the learning management system (iLearn)

There is a web page for this unit. 

This unit is taught by way of seminars. Practice questions are discussed to enable application of content.

Students should take responsibility for their own learning and this will incorporate reading as required, attendance at seminars, developing effective study strategies, reflection on their abilities, and a task oriented approach to assessment – that is, do not think solely about gathering information - think about what will be required - what makes for successful performance in tests and exams - how you will use the law you have studied. There are 2 main components of successful commercial and company law study: one is that students must have some knowledge of the core issues of the relevant topics [take short clear notes in classes, think about your task, involve yourself in classes], the second is that students will only be successful if they can apply what they have learned, that is, in your test, presentation, or exam, you have to be able to use the law to solve problems, communicate, analyse and explain.

Students should be ready to allocate at least 150 hours during semester time for ACCG 614. This includes all classes, assessment, personal study and other learning activities. Here is a sample breakdown of a student workload:

 

Activities

 

Hours

1

Weekly Seminars including required assessment (3×13)

39

2

Assessment Task 1 (self-study plus preparation)

20

3

Assessment Task 2 (Self-study plus preparation)

21

3

Assessment Task 3 (self-study plus preparation)

20

4

Assessment Task 4 (self-study plus preparation)

50

 

 

Total

 

150

Unit Schedule

Week Lecture Areas
1

LEGAL FRAMEWORK AND LEGAL SYSTEM

LAW OF TORT

Quilter, Company Law Perspectives, 3rd ed, 2017 Thomson Reuters (Lawbook Co.) [referred to herein as "Q"] Ch. 1 and 3 

2

CONTRACT LAW

Q Ch. 2

3

CONTRACT LAW

CONSUMER PROTECTION

AGENCY

Q Ch.2, Ch. 34, Ch.4 

4

COMPARISON OF BUSINESS ORGANISATIONS

Associations; Sole Traders; Partnerships

Q Ch. 5

To assist students who want to read more widely references from Lipton, Herzberg and Welsh, Understanding Company Law, 18th ed, 2016 Thomson Reuters (Lawbook Co.) are also now included - [referred to herein as "L&H"] Ch.2

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

CORPORATE HISTORY AND LEGISLATIVE FRAMEWORK

Evolution of modern company and Australian developments: Q Ch. 6; L&H Ch.1

5

REGISTRATION AND TYPES OF COMPANIES

Applying for registration and the consequences of incorporation: Q Ch.8; L&H Ch.2

Types of Companies: Q Ch. 7; L&H Ch.3

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

THE COMPANY CONSTITUTION AND THE RELATIONSHIP BETWEEN THE COMPANY AND OUTSIDERS

The company constitution and the replaceable rules: Q Ch. 9; L&H Ch 4

Company liability in contract, tort and crime: Q Ch. 10 and 11; L&H Ch 5

 

6

CORPORATE FINANCING and DIVIDENDS

Disclosure to Investors – fundraising: Q Ch. 14; L&H Ch 7

Share capital: Q Ch. 15; L&H Ch 8

Membership: Q Ch. 13; L&H Ch 9

Debentures and Loan Capital: Q Ch. 17; L&H Ch 11

Dividends: Q Ch. 16; L&H Ch 10 

 

 

7

DIRECTORS and MANAGEMENT

Q Ch. 18; L&H Ch 12

8

DIRECTORS DUTIES and CORPORATE GOVERNANCE

Q Ch. 19, 20 and 21; L&H Ch 13

9

DIRECTORS DUTIES (cont.); FINANCIAL and REPORTING OBLIGATIONS; AUDIT

Duties of directors and other officers (continued): Q Ch. 19, 20 and 21; L&H Ch. 13

Financial and Reporting Obligations of Directors: Q Ch. 22; L&H Ch. 15

The Role of Auditors and Issues of Audit Liability: Q Ch. 23; L&H Ch. 16

ASIC Investigation: Q Ch. 24; L&H Ch 21 

10

MEETINGS AND MEMBERS RIGHTS

Members Meetings: Q Ch. 26; L&H Ch.14

Members Rights and the position of the Minority: Q Ch. 25; L&H Ch. 17 

11

TAKEOVERS; FINANCIAL SERVICES AND MARKETS

Takeovers: Q Ch. 27; L&H Ch. 18

Financial Services and Markets: Q Ch. 28; L&H Ch. 19

12

INSOLVENCY and RESTRUCTURING

Insolvency Arrangements and Reconstructions; Receivership; Voluntary Administration Q Chs. 29, 30, 31 and 32; L&H Chs. 22, 23, and 24

13

 LIQUIDATION

Liquidation - Insolvent trading Q Ch. 33; L&H Ch. 25 (for insolvent trading Ch.13)

 

Policies and Procedures

Macquarie University policies and procedures are accessible from Policy Central. Students should be aware of the following policies in particular with regard to Learning and Teaching:

Academic Honesty Policy http://mq.edu.au/policy/docs/academic_honesty/policy.html

Assessment Policy http://mq.edu.au/policy/docs/assessment/policy_2016.html

Grade Appeal Policy http://mq.edu.au/policy/docs/gradeappeal/policy.html

Complaint Management Procedure for Students and Members of the Public http://www.mq.edu.au/policy/docs/complaint_management/procedure.html​

Disruption to Studies Policy (in effect until Dec 4th, 2017): http://www.mq.edu.au/policy/docs/disruption_studies/policy.html

Special Consideration Policy (in effect from Dec 4th, 2017): https://staff.mq.edu.au/work/strategy-planning-and-governance/university-policies-and-procedures/policies/special-consideration

In addition, a number of other policies can be found in the Learning and Teaching Category of Policy Central.

Student Code of Conduct

Macquarie University students have a responsibility to be familiar with the Student Code of Conduct: https://students.mq.edu.au/support/student_conduct/

Results

Results shown in iLearn, or released directly by your Unit Convenor, are not confirmed as they are subject to final approval by the University. Once approved, final results will be sent to your student email address and will be made available in eStudent. For more information visit ask.mq.edu.au.

Academic Honesty

The nature of scholarly endeavour, dependent as it is on the work of others, binds all members of the University community to abide by the principles of academic honesty. Its fundamental principle is that all staff and students act with integrity in the creation, development, application and use of ideas and information. This means that:

  • all academic work claimed as original is the work of the author making the claim
  • all academic collaborations are acknowledged
  • academic work is not falsified in any way
  • when the ideas of others are used, these ideas are acknowledged appropriately.

Further information on the academic honesty can be found in the Macquarie University Academic Honesty Policy at http://www.mq.edu.au/policy/docs/academic_honesty/policy.html

Grades

Macquarie University uses the following grades in coursework units of study:

  • HD - High Distinction
  • D - Distinction
  • CR - Credit
  • P - Pass
  • F - Fail

Grade descriptors and other information concerning grading are contained in the Macquarie University Grading Policy which is available at:

http://www.mq.edu.au/policy/docs/grading/policy.html

Grading Appeals and Final Examination Script Viewing

If, at the conclusion of the unit, you have performed below expectations, and are considering lodging an appeal of grade and/or viewing your final exam script please refer to the following website which provides information about these processes and the cut off dates in the first instance. Please read the instructions provided concerning what constitutes a valid grounds for appeal before appealing your grade.

http://www.businessandeconomics.mq.edu.au/new_and_current_students/undergraduate_current_students/how_do_i/grade_appeals/

Disruption to Studies Policy

The University is committed to equity and fairness in all aspects of its learning and teaching. It recognises that students may experience disruptions that adversely affect their academic performance in assessment activities. To assist students through their studies, the University provides support services. Whilst advice and recommendations may be made to a student, it is ultimately the student’s responsibility to access these services as appropriate.

http://www.mq.edu.au/policy/docs/disruption_studies/policy.html

Student Support

Macquarie University provides a range of support services for students. For details, visit http://students.mq.edu.au/support/

Learning Skills

Learning Skills (mq.edu.au/learningskills) provides academic writing resources and study strategies to improve your marks and take control of your study.

Student Services and Support

Students with a disability are encouraged to contact the Disability Service who can provide appropriate help with any issues that arise during their studies.

Student Enquiries

For all student enquiries, visit Student Connect at ask.mq.edu.au

IT Help

For help with University computer systems and technology, visit http://www.mq.edu.au/about_us/offices_and_units/information_technology/help/

When using the University's IT, you must adhere to the Acceptable Use of IT Resources Policy. The policy applies to all who connect to the MQ network including students.

Graduate Capabilities

Discipline Specific Knowledge and Skills

Our graduates will take with them the intellectual development, depth and breadth of knowledge, scholarly understanding, and specific subject content in their chosen fields to make them competent and confident in their subject or profession. They will be able to demonstrate, where relevant, professional technical competence and meet professional standards. They will be able to articulate the structure of knowledge of their discipline, be able to adapt discipline-specific knowledge to novel situations, and be able to contribute from their discipline to inter-disciplinary solutions to problems.

This graduate capability is supported by:

Learning outcomes

  • Examine the characteristics of the commercial legal environment and the Australian corporate legislative framework including the characteristics and application of the law of contract
  • Distinguish between business organisations and assess how companies are formed, different types of companies and the relevance of the company constitution
  • Effectively recognise corporate management issues, in particular formulate an understanding of the role and obligations of directors.
  • Appraise and evaluate how shareholders rights are protected and how the Corporations Act regulates acquisition and disposal of shares.
  • Critically assess corporate insolvency in the current regulatory environment.

Assessment tasks

  • Presentation
  • Class Test
  • Assignment
  • Final Examination

Problem Solving and Research Capability

Our graduates should be capable of researching; of analysing, and interpreting and assessing data and information in various forms; of drawing connections across fields of knowledge; and they should be able to relate their knowledge to complex situations at work or in the world, in order to diagnose and solve problems. We want them to have the confidence to take the initiative in doing so, within an awareness of their own limitations.

This graduate capability is supported by:

Learning outcomes

  • Examine the characteristics of the commercial legal environment and the Australian corporate legislative framework including the characteristics and application of the law of contract
  • Distinguish between business organisations and assess how companies are formed, different types of companies and the relevance of the company constitution
  • Effectively recognise corporate management issues, in particular formulate an understanding of the role and obligations of directors.
  • Appraise and evaluate how shareholders rights are protected and how the Corporations Act regulates acquisition and disposal of shares.
  • Critically assess corporate insolvency in the current regulatory environment.

Assessment tasks

  • Presentation
  • Class Test
  • Assignment
  • Final Examination

Effective Communication

We want to develop in our students the ability to communicate and convey their views in forms effective with different audiences. We want our graduates to take with them the capability to read, listen, question, gather and evaluate information resources in a variety of formats, assess, write clearly, speak effectively, and to use visual communication and communication technologies as appropriate.

This graduate capability is supported by:

Learning outcomes

  • Examine the characteristics of the commercial legal environment and the Australian corporate legislative framework including the characteristics and application of the law of contract
  • Distinguish between business organisations and assess how companies are formed, different types of companies and the relevance of the company constitution
  • Effectively recognise corporate management issues, in particular formulate an understanding of the role and obligations of directors.
  • Appraise and evaluate how shareholders rights are protected and how the Corporations Act regulates acquisition and disposal of shares.
  • Critically assess corporate insolvency in the current regulatory environment.

Assessment tasks

  • Presentation
  • Class Test
  • Assignment
  • Final Examination

Research and Practice, Global and Sustainability

This unit addresses global and sustainability issues as direct areas of study and as necessary implications arising from the materials, assessment and academic discussion and debate in classes/seminars. We promote sustainability by developing ability in students to research and locate information within accounting discipline. We aim to provide students with an opportunity to obtain skills which will benefit them throughout their career.

The unit materials have a reference list at the end of each chapter/module/text containing all references cited by the author. These provide some guidance to references that could be used to research particular issues.

Both texts for this unit (Company Law Perspectives and Understanding Company Law) are the result of research in relation to the area of company law. The material in these texts provides you with a thorough coverage of the relevant issues. Interested students can pursue  further research into any of the areas of this unit via the various scholarly journals focussing on company law. Examples of journals that can be consulted to follow up matters of interest are: Australian Journal of Corporate Law; Company and Securities Law Journal.