Students
LAWS811 – Company Law
2019 – S2 External
General Information
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| Unit convenor and teaching staff |
Unit convenor and teaching staff
Convenor
John O'Shannassy
Contact via via iLearn
6 First Walk Room 441
Thursday 12pm-1pm
John O'Shannassy
Lise Barry
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| Credit points |
Credit points
4
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| Prerequisites |
Prerequisites
((Admission to GradCertLaw or GradDipLaw or LLM or admission to JD after 2014) and corequisite LAWS600)) or (admission to JD in 2014)
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| Corequisites |
Corequisites
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| Co-badged status |
Co-badged status
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| Unit description |
Unit description
This unit studies the nature, formation and management of the modern corporation. It examines the consequences of the adoption of corporate form including the separation of legal personality between the company and its shareholders and the impact of limited liability. The extensive common law and statutory regulatory regime applicable to directors and other company officers in the management of the company is surveyed as is the important role of shareholders' rights in governing this entity. The examination of the corporation is undertaken in the context of globalisation where the proliferation of corporate governance codes is increasing.
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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:
- Critically analyse and articulate (orally and in writing) the substantive corporate law rules in legislation and case law.
- Evaluate the effectiveness of corporate legislation and its impact on corporate stakeholders
- Describe and analyse the interaction between corporate law, history and social context
- Describe and synthesise the contextual and doctrinal features of directors’ duties.
- Develop critical thought and engage with various perspectives on corporate law.
- Apply relevant corporate and commercial law principles to resolve complex legal problems.
General Assessment Information
Unless a Special Consideration request has been submitted and approved, (a) a penalty for lateness will apply – two (2) marks out of 100 will be deducted per day for assignments submitted after the due date – and (b) no assignment will be accepted more than seven (7) days (incl. weekends) after the original submission deadline. No late submissions will be accepted for timed assessments – e.g. quizzes, online tests.
Assessment Tasks
| Name | Weighting | Hurdle | Due |
|---|---|---|---|
| Class Assessment | 20% | No | Continuing (Weeks 1 - 12) |
| Quiz (Mid Semester) | 20% | No | Thurs 12th Sept 11pm |
| Final Exam | 60% | No | 9th November 10am-4pm |
Class Assessment
Due: Continuing (Weeks 1 - 12)
Weighting: 20%
Students are required to be prepared for tutorials. Students' preparation and participation in tutorials will be assessed on a continuing basis. Attendance is not sufficient and participation in class discussions through set questions and hypotheticals will provide the opportunity for participation.
On successful completion you will be able to:
- Critically analyse and articulate (orally and in writing) the substantive corporate law rules in legislation and case law.
- Evaluate the effectiveness of corporate legislation and its impact on corporate stakeholders
- Describe and analyse the interaction between corporate law, history and social context
- Describe and synthesise the contextual and doctrinal features of directors’ duties.
- Develop critical thought and engage with various perspectives on corporate law.
- Apply relevant corporate and commercial law principles to resolve complex legal problems.
Quiz (Mid Semester)
Due: Thurs 12th Sept 11pm
Weighting: 20%
All students are required to complete an online quiz, which will be available in Week 7. The marking rubric and administrative requirements for this assessment will be available on iLearn.
The quiz will be open from 1pm to 11pm. Once a student opens the quiz they will have one hour to complete and submit their answers
On successful completion you will be able to:
- Critically analyse and articulate (orally and in writing) the substantive corporate law rules in legislation and case law.
- Evaluate the effectiveness of corporate legislation and its impact on corporate stakeholders
- Describe and analyse the interaction between corporate law, history and social context
- Describe and synthesise the contextual and doctrinal features of directors’ duties.
- Develop critical thought and engage with various perspectives on corporate law.
- Apply relevant corporate and commercial law principles to resolve complex legal problems.
Final Exam
Due: 9th November 10am-4pm
Weighting: 60%
The take home assessment will contain a combination of short answer questions and hypothetical problems.
Max word limit is 3000 words.
This is a timed assessment and no late submissions will be accepted
On successful completion you will be able to:
- Critically analyse and articulate (orally and in writing) the substantive corporate law rules in legislation and case law.
- Evaluate the effectiveness of corporate legislation and its impact on corporate stakeholders
- Describe and analyse the interaction between corporate law, history and social context
- Describe and synthesise the contextual and doctrinal features of directors’ duties.
- Develop critical thought and engage with various perspectives on corporate law.
- Apply relevant corporate and commercial law principles to resolve complex legal problems.
Delivery and Resources
Delivery
Lectures: are pre-recorded and will be available electronically
Tutorials will be held weekly for internal students and over two days for external students. Students' participation is assessed.
Both the lectures and tutorials will start in Week 1.
Resources
Required reading
- Stephen Bottomley, Kath Hall, Peta Spender and Beth Nosworthy, Contemporary Australian Corporate Law, (Cambridge University Press, 2018)
- Legislation - students will also need access to the most recent edition of Australian Corporations Legislation, Volume One.
- Other relevant resources will be posted regularly on iLearn.
Recommended texts
- Robert Austin and Ian M Ramsay, Ford, Austin and Ramsay’s Principles of Corporations Law, (LexisNexis, 2018)
- Jason Harris, Company Law: Theories, Principles and Applications, (LexisNexis, 2015)
- Phillip Lipton, Abe Herzberg and Michelle Welsh, Understanding Company Law, (Lawbook Co., 2018)
- Paul Redmond, Corporations and Financial Markets Law, (Lawbook Co. 2017)
- Jeswynn Yogaratnam and Lidia Xynas, Corporations Law: In Principle, (Lawbook Co., 2017)
Useful Sources
- Australian Business Law Review
- Australian Journal of Corporate Law
- Company and Securities Law Journal
- Australian Institute of Company Directors website (eg: https://aicd.companydirectors.com.au/resources/all-topics)
- Australian Securities & Investment Commission website (eg: https://asic.gov.au/regulatory-resources/)
- Australian Stock Exchange website (eg: https://www.asx.com.au/about/corporate-governance.htm)
Technology Use
Students are encouraged to check the unit webpage regularly, which can be accessed through http://ilearn.mq.edu.au Unit materials, including tutorial questions, are available through the unit webpage.
Assessments including the quiz are submitted using the Turnitin portal on the unit webpage.
PC and internet access are required, as are basic computer and word processing skills
Unit Schedule
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Week |
Lecture Topic |
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1 |
Business organisations and the history of the corporation |
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2 |
Corporate personality and its consequences |
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3 |
Incorporation and the types of corporations |
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4 |
Corporate constitution |
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5 |
Corporate contracting |
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6 |
Administration through decision-making, meetings and reporting |
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7 |
Corporate finance |
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8 |
Corporate fundraising |
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9 |
Duties and liabilities of directors and officers part 1 |
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10 |
Duties and liabilities of directors and officers part 2 |
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11 |
Members rights and remedies |
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12 |
Process for receivership, schemes of arrangements, voluntary administration and winding up |
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13 |
No lecture this week |
Learning and Teaching Activities
Lectures (face to face and online)
Tutorials
Regular announcements
Policies and Procedures
Macquarie University policies and procedures are accessible from Policy Central (https://staff.mq.edu.au/work/strategy-planning-and-governance/university-policies-and-procedures/policy-central). Students should be aware of the following policies in particular with regard to Learning and Teaching:
- Academic Appeals Policy
- Academic Integrity Policy
- Academic Progression Policy
- Assessment Policy
- Fitness to Practice Procedure
- Grade Appeal Policy
- Complaint Management Procedure for Students and Members of the Public
- Special Consideration Policy (Note: The Special Consideration Policy is effective from 4 December 2017 and replaces the Disruption to Studies Policy.)
Undergraduate students seeking more policy resources can visit the Student Policy Gateway (https://students.mq.edu.au/support/study/student-policy-gateway). It is your one-stop-shop for the key policies you need to know about throughout your undergraduate student journey.
If you would like to see all the policies relevant to Learning and Teaching visit Policy Central (https://staff.mq.edu.au/work/strategy-planning-and-governance/university-policies-and-procedures/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/study/getting-started/student-conduct
Results
Results published on platform other than eStudent, (eg. iLearn, Coursera etc.) 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 or if you are a Global MBA student contact globalmba.support@mq.edu.au
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
If you are a Global MBA student contact globalmba.support@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
PG - Capable of Professional and Personal Judgment and Initiative
Our postgraduates will demonstrate a high standard of discernment and common sense in their professional and personal judgment. They will have the ability to make informed choices and decisions that reflect both the nature of their professional work and their personal perspectives.
This graduate capability is supported by:
Assessment task
- Quiz (Mid Semester)
PG - Discipline Knowledge and Skills
Our postgraduates will be able to demonstrate a significantly enhanced depth and breadth of knowledge, scholarly understanding, and specific subject content knowledge in their chosen fields.
This graduate capability is supported by:
Learning outcomes
- Critically analyse and articulate (orally and in writing) the substantive corporate law rules in legislation and case law.
- Evaluate the effectiveness of corporate legislation and its impact on corporate stakeholders
- Describe and synthesise the contextual and doctrinal features of directors’ duties.
Assessment tasks
- Class Assessment
- Quiz (Mid Semester)
- Final Exam
PG - Critical, Analytical and Integrative Thinking
Our postgraduates will be capable of utilising and reflecting on prior knowledge and experience, of applying higher level critical thinking skills, and of integrating and synthesising learning and knowledge from a range of sources and environments. A characteristic of this form of thinking is the generation of new, professionally oriented knowledge through personal or group-based critique of practice and theory.
This graduate capability is supported by:
Learning outcomes
- Describe and analyse the interaction between corporate law, history and social context
- Develop critical thought and engage with various perspectives on corporate law.
Assessment tasks
- Class Assessment
- Final Exam
PG - Research and Problem Solving Capability
Our postgraduates will be capable of systematic enquiry; able to use research skills to create new knowledge that can be applied to real world issues, or contribute to a field of study or practice to enhance society. They will be capable of creative questioning, problem finding and problem solving.
This graduate capability is supported by:
Learning outcomes
- Develop critical thought and engage with various perspectives on corporate law.
- Apply relevant corporate and commercial law principles to resolve complex legal problems.
Assessment tasks
- Class Assessment
- Final Exam
PG - Effective Communication
Our postgraduates will be able to communicate effectively and convey their views to different social, cultural, and professional audiences. They will be able to use a variety of technologically supported media to communicate with empathy using a range of written, spoken or visual formats.
This graduate capability is supported by:
Learning outcome
- Critically analyse and articulate (orally and in writing) the substantive corporate law rules in legislation and case law.
Assessment tasks
- Class Assessment
- Final Exam
PG - Engaged and Responsible, Active and Ethical Citizens
Our postgraduates will be ethically aware and capable of confident transformative action in relation to their professional responsibilities and the wider community. They will have a sense of connectedness with others and country and have a sense of mutual obligation. They will be able to appreciate the impact of their professional roles for social justice and inclusion related to national and global issues
This graduate capability is supported by:
Learning outcome
- Evaluate the effectiveness of corporate legislation and its impact on corporate stakeholders
Changes from Previous Offering
The main changes are as follows:
- There will be a two hours of lectures each week
- The text book has changed from previous offering.
- The assessment has changed from previous offering