This course examines the fundamental laws governing corporations in Australia. Corporations now exist at the centre of Australian society and affect many areas of economic, political and social life. Forming an understanding of foundational corporate law concerns is essential in all areas of legal practice, not just commercial law. It is as important to family specialists as it is to those wishing to work with NGOs or in government practice. This course provides a broad introduction to corporations law, covering topics such as: incorporation, corporate powers, corporate decision making, directors’ duties, corporate finance, insolvency and shareholders’ rights and remedies.

 

Learning Outcomes

Upon successful completion, students will have the knowledge and skills to:

1. Analyse the fundamental rules and concepts of corporate law, such as separate legal personality, limited liability, corporate contracting, directors’ duties, insolvency and the rights of shareholders;
2. Articulate the policy foundations and implications of corporate law rules such as the law on dividends, directors’ duties and maintenance of share capital.
3. Critically evaluate the broader theorectical, social, political and economic issues underlying corporate law;
4. Analyse complex sections of the Corporations Act
5. Evaluate detailed legal problems involving corporate law issues;
6. Synthesise corporate law rules into cohesive arguments in response to corporate law problems

Required Resources

The prescribed text is Stephen Bottomley, Katherine Hall, Peta Spender and Beth Nosworthy, Contemporary Australian Corporate Law (Cambridge University Press, 2nd Edition which can marked either as 2020 or 2021).

Students must also have access to a current version of the Corporations Act 2001 (Cth) (the Act). It is strongly recommended that students obtain a hard copy of the Act for learning purposes, however the Act can be accessed for free online via the Federal Register of Legislation.

Recommended Resources

There are a number of excellent corporations resources that may assist students to refine their understanding of the law.

• Paul Redmond, Corporations and Financial Markets (Thomson Reuters, 7th ed, 2017);
• HAJ Ford, RP Austin, Ian M Ramsay, Ford's Principles of Corporations Law (available via the ANU Library's LexisAdvance subscription). Please note that this is a practitioner's resource and is more detailed than student texts tend to be.

Staff Feedback

Students will be given feedback in the following forms in this course:

• grades awarded;
• written comments; and
• if a student seeks further information and the Convenor deems it appropriate, a Zoom consultation. The Convenor has unfettered discretion as to whether a consultation is appropriate, and the Convenor's decision is final. The Convenor may also require a student to set out the reasons why a consultation after the return of assessment is necessary.

Student Feedback

ANU is committed to the demonstration of educational excellence and regularly seeks feedback from students. Students are encouraged to offer feedback directly to their Course Convener or through their College and Course representatives (if applicable). The feedback given in these surveys is anonymous and provides the Colleges, University Education Committee and Academic Board with opportunities to recognise excellent teaching, and opportunities for improvement. The Surveys and Evaluation website provides more information on student surveys at ANU and reports on the feedback provided on ANU courses.

Other Information

Task submission times refer to Canberra time (AEST/AEDT).

Extensions late submission and penalties - https://law.anu.edu.au/current-students/policies-procedures/extensions-late-submission-and-penalties

Deferred examination: http://www.anu.edu.au/students/program-administration/assessments-exams/deferred-examinations

Special consideration: http://www.anu.edu.au/students/program-administration/assessments-exams/special-assessment-consideration

Penalties for excess word length: https://law.anu.edu.au/current-students/policies-procedures/word-length-and-excess-word-penalties

Distribution of Grades Policy: https://law.anu.edu.au/current-students/policies-procedures/grading

Further Information about the Course: is available from the course WATTLE page. Students are required to access the WATTLE site regularly throughout the course for details on weekly classes and any announcements and updates relating to the course.

Class Schedule

Week/Session	Summary of Activities	Assessment
1	The nature of the corporation; the role of the corporation in society
2	The separate legal entity doctrine; regulation and types of companies
3	Share and debt finance; dividends
4	The corporate constitution; variation of class rights
5	Corporate contracting; section 129 assumptions
6	Division of power; company meetings
7	Directors’ duties; duty of care, skill and diligence
8	Duty of good faith; fiduciary duties
9	Fiduciary duties continued (Sections 182-183)
10	Members’ rights and remedies
11	External administration; voluntary administration
12	Liquidation

Tutorial Registration

Tutorial registration will be via the course Wattle page. We will be opening up at least 50% (and possibly more) of the tutorials 2 weeks before the start of semester. Tutorial registration will close at the end of week 3. Students should keep an eye on Wattle for further information on tutorial sign-up. Once enrolled in a tutorial group, you must attend the same tutorial group each week until the end of the semester.

Assessment Summary

Assessment task	Value	Due Date	Return of assessment	Learning Outcomes
Online Quiz	10 %	22/03/2022	30/03/2022	1,4,5
Take-Home Assessment(Option A)	40 %	04/04/2022	*	1,2,3,4,6
Short Film Assignment (Option B)	40 %	20/04/2022	*	1,2,3,4,6
Final Examination	50 %	*	*	1,4,5,6

* If the Due Date and Return of Assessment date are blank, see the Assessment Tab for specific Assessment Task details

Policies

ANU has educational policies, procedures and guidelines, which are designed to ensure that staff and students are aware of the University’s academic standards, and implement them. Students are expected to have read the Academic Misconduct Rule before the commencement of their course. Other key policies and guidelines include:

• Student Assessment (Coursework) Policy and Procedure
• Special Assessment Consideration Policy and General Information 
• Student Surveys and Evaluations
• Deferred Examinations
• Student Complaint Resolution Policy and Procedure

Assessment Requirements

The ANU is using Turnitin to enhance student citation and referencing techniques, and to assess assignment submissions as a component of the University's approach to managing Academic Integrity. For additional information regarding Turnitin please visit the Academic Integrity . In rare cases where online submission using Turnitin software is not technically possible; or where not using Turnitin software has been justified by the Course Convener and approved by the Associate Dean (Education) on the basis of the teaching model being employed; students shall submit assessment online via ‘Wattle’ outside of Turnitin, or failing that in hard copy, or through a combination of submission methods as approved by the Associate Dean (Education). The submission method is detailed below.

Moderation of Assessment

Marks that are allocated during Semester are to be considered provisional until formalised by the College examiners meeting at the end of each Semester. If appropriate, some moderation of marks might be applied prior to final results being released.

Participation

For all courses taught in any mode (whether face to face or online), the ANU College of Law considers participation in the classes offered to be an important part of the educational experience of the program. Students are expected to attend all classes.

Examination(s)

This course has an examination. Please note that the date used in the assessment summary is approximate only. Students should consult the examinations timetable when it is released to confirm the date and time.

Assessment Task 1

Online Quiz

Details of task: The online quiz is comprised of 10 multiple choice and/or short answer questions which aim to test students' knowledge of the content covered in weeks 1-4 of the course. This quiz is an INDIVIDUAL ASSESSMENT ITEM . Students are not to consult any other person with respect to any of the questions in the quiz. Further information about the quiz will be available closer to the date of the quiz via Wattle.

Nature of task: Compulsory and non-redeemable. Failure to submit this assessment will result in a mark of zero for this assessment task.

Weighting: 10%.

Release: 2pm, Monday 21st March 2022 via Wattle. The quiz will open at this time, and remain open for a period of 24 hours. Students must find a 45 minute window during this 24 hour period in which to complete their quiz attempt.

Duration: 45 minutes. Once you log into the quiz, you will have 45 minutes to complete it. The quiz will finish automatically after 45 minutes and any open attempts will automatically close and be submitted by the due date and time so please allow sufficient time to complete the quiz.

Navigation in the Quiz: Backwards navigation in the quiz is not permitted. If a student skips a question, they will receive a mark of 0 for that question.

Due date: 2pm, Tuesday 22nd March 2022. If you experience unavoidable and extenuating circumstances and cannot complete the assessment at the due date and time, you should apply for an extension to the ANU College of Law Student and Education Services Team: https://law.anu.edu.au/forms/assessment-extension-request. The College will give you one further opportunity to complete the assessment, at the same time one week later. This will be your final opportunity to complete the task.

Estimated return date: When all eligible students have completed the quiz.

Assessment Criteria: The general criteria to be used is as follows:

• understanding of corporate history and theory, including foundational concepts of corporate and legal personality;
• understanding of corporations law rules and principles;
• interpreting and applying the Corporations Act 2001 (Cth).

Assessment Task 2

Take-Home Assessment(Option A)

For the second assessment task students will have the option of choosing either a HIRAC problem question style take-home assignment covering the first 6 weeks of course content, OR, a short film assignment, which covers some content from weeks 1-6 but will also require research and creative work.

The second assessment is compulsory, in that all students will need to submit either a take-home assessment OR a short film assessment. Failure to submit will result in a mark of zero (0%) being awarded.

Take-Home Assessment

Details of Task: This will be a HIRAC problem question style exam; lecture, tutorial and reading materials covered in Weeks 1-6 of the course are examinable. This is an INDIVIDUAL ASSESSMENT ITEM, and students are not permitted to discuss the assessment (including issue spotting or structure) with any other person.

Weighting: 40%.

Release Date: 10am, Friday 1st April 2022 via Wattle.

Due Date: 5pm, Monday 4th April 2022 via Turnitin. Late submissions (without an extension) are permitted, but late penalties will apply. 

Word limit: 2400 words.

Citation Requirements: Full AGLC 4 citation is required.

Formatting requirements: 12 point font; 1.5 line spacing; page numbers on each page; Word docs only please - NO PDFs permitted.

Estimated return date: Week 8 of the course.

Assessment criteria: The general criteria to be used is as follows:

• ability to identify the legal issues raised by the question;
• understanding of the relevant law raised by the question;
• quality of analysis and argument (including application of relevant law to the facts);
• quality of composition (including structure and written expression);
• commitment to Academic Integrity.

Assessment Task 3

Short Film Assignment (Option B)

For the second assessment task students will have the option of choosing either a HIRAC problem question style take-home assignment covering the first 6 weeks of course content, OR, a short film assignment, which covers some content from weeks 1-6 but will also require research and creative work.

The second assessment is compulsory, in that all students will need to submit either a take-home assessment OR a short film assessment. Failure to submit will result in a mark of zero (0%) being awarded.

Short Film Assessment

Details of Task: Students will be provided with a hypothetical scenario and related materials concerning an Annual General Meeting (AGM) for a large company. Students are to imagine themselves in the position of shareholder activists who are seeking to bring on a shareholder resolution at this hypothetical AGM (the subject matter for the resolution will be provided with the release of assessment). In order to complete this assessment, students are to develop and submit: a) a draft shareholder resolution that responds to the hypothetical scenario; b) a short film of up to 3 minutes in length, which would serve as information for other shareholders about the nature and importance of the proposed resolution (i.e. a 3 minute sales pitch as to the content and merits of the proposed resolution that would be disseminated to other shareholders prior to the AGM); and c) a bibliography detailing all of the resources that were relied upon or incorporated into the assessment (including audio/visual materials). This assessment task is a GROUP ASSESSMENT TASK *. Students may form groups of up to 4 LLB Corporations Law students. Everyone in the group will be awarded the same grade for this assessment item. *While this task is designed as a group assessment task, a student may seek the Convenor's approval to undertake this task as an individual assessment item if there are circumstances which reasonably preclude the student completing the task as a group assessment. The Convenor has unfettered discretion as to whether to approve such requests, and the Convenor's decision is final.

Weighting: 40%.

Release Date: 10am, Friday 18th March 2022 via Wattle.

Due Date: 5pm, Wednesday 20 April 2022 via Turnitin. Late submissions (without an extension) are permitted, but late penalties will apply. 

Group Liaison: Each group is to appoint one of their members as Group Liaison. The Group Liaison will have the responsibility of registering the group via Wattle when registration opens, and further, will have the responsibility of submitting the group's assessment items via Wattle.

Registration: Students who choose the short film option will need to have their Group Liaison register their group via Wattle no later than 25 March 2022.

Citation Requirements: Full AGLC 4 citation is required for the bibliography.

Formatting requirements for written component of assessment: For the bibliography and the draft shareholder resolution: 12 point font; 1.5 line spacing; page numbers on each page; Word docs only please - NO PDFs permitted. There are no formatting requirements for the short film.

Estimated return date: Week 9 of the course.

Assessment criteria: See Wattle for further details about assessment criteria, including rubrics. Please note that the short film assessment will be graded holistically, ie, there is no particular allocation of marks to particular components of the assessment.

Assessment Task 4

Final Examination

Details of task: This will be a HIRAC problem question style exam; all material in Weeks 1-12 is examinable.

Nature of Task: Compulsory and non-redeemable. Failure to submit this assessment will result in a mark of zero for this assessment task.

Weighting: 50%.

Duration: 2 hours.

Word limit: There will be no word limit for the exam.

Formatting requirements: 12 point font; Word docs only please - No PDFs permitted.

Citation requirements: Exam style citation only.

Date and time: The examination will be released via Wattle. Students should consult the ANU examination timetable once finalised to confirm the date, duration and time of the exam.

Estimated return date: Official end of semester results release date via Turnitin. 

Assessment criteria: The general criteria to be used is as follows:

• ability to identify the legal issues raised by the question;
• understanding of the relevant law raised by the question;
• quality of analysis and argument (including application of relevant law to the facts);
• quality of composition (including structure and written expression);
• commitment to Academic Integrity.

Academic Integrity

Academic integrity is a core part of the ANU culture as a community of scholars. At its heart, academic integrity is about behaving ethically, committing to honest and responsible scholarly practice and upholding these values with respect and fairness.

The ANU commits to assisting all members of our community to understand how to engage in academic work in ways that are consistent with, and actively support academic integrity. The ANU expects staff and students to be familiar with the academic integrity principle and Academic Misconduct Rule, uphold high standards of academic integrity and act ethically and honestly, to ensure the quality and value of the qualification that you will graduate with.

The Academic Misconduct Rule is in place to promote academic integrity and manage academic misconduct. Very minor breaches of the academic integrity principle may result in a reduction of marks of up to 10% of the total marks available for the assessment. The ANU offers a number of online and in person services to assist students with their assignments, examinations, and other learning activities. Visit the Academic Skills website for more information about academic integrity, your responsibilities and for assistance with your assignments, writing skills and study.

Online Submission

You will be required to electronically sign a declaration as part of the submission of your assignment. Please keep a copy of the assignment for your records. Unless an exemption has been approved by the Associate Dean (Education) submission must be through Turnitin.

Hardcopy Submission

For some forms of assessment (hand written assignments, art works, laboratory notes, etc.) hard copy submission is appropriate when approved by the Associate Dean (Education). Any hard copy submissions must use the Assignment Cover Sheet. Please keep a copy of tasks completed for your records.

Late Submission

Individual assessment tasks may or may not allow for late submission. Policy regarding late submission is detailed below:

• Late submission not permitted. If submission of assessment tasks without an extension after the due date is not permitted, a mark of 0 will be awarded.
• Late submission permitted. Late submission of assessment tasks without an extension are penalised at the rate of 5% of the possible marks available per working day or part thereof. Late submission of assessment tasks is not accepted after 10 working days after the due date, or on or after the date specified in the course outline for the return of the assessment item.
• Late submission is not accepted for tests or examinations.
• Late submission with an extension. To ensure equity for all students, the 5% penalty per working day for late submission of work does not apply if you have been given an extension. Where an extension is granted, the revised due date and submission time is provided in writing. Please note that the revised due date is calculated by including weekends and public holidays. Regardless of which day of the week the revised due date falls on, students who submit after that date are penalised by 5% of the possible marks available for the assessment task per day or part thereof. Late submission of assessment tasks is not accepted after 10 working days after the due date, or on or after the date specified in the course outline for the return of the assessment item.

Referencing Requirements

Accepted academic practice for referencing sources that you use in presentations can be found via the links on the Wattle site, under the file named “ANU and College Policies, Program Information, Student Support Services and Assessment”. Alternatively, you can seek help through the Students Learning Development website.

Extensions and Penalties

Extensions and late submission of assessment pieces are covered by the Student Assessment (Coursework) Policy and Procedure. Extensions may be granted for assessment pieces that are not examinations or take-home examinations. If you need an extension, you must request an extension in writing on or before the due date. If you have documented and appropriate medical evidence that demonstrates you were not able to request an extension on or before the due date, you may be able to request it after the due date.

Privacy Notice

The ANU has made a number of third party, online, databases available for students to use. Use of each online database is conditional on student end users first agreeing to the database licensor’s terms of service and/or privacy policy. Students should read these carefully. In some cases student end users will be required to register an account with the database licensor and submit personal information, including their: first name; last name; ANU email address; and other information.
In cases where student end users are asked to submit ‘content’ to a database, such as an assignment or short answers, the database licensor may only use the student’s ‘content’ in accordance with the terms of service – including any (copyright) licence the student grants to the database licensor. Any personal information or content a student submits may be stored by the licensor, potentially offshore, and will be used to process the database service in accordance with the licensors terms of service and/or privacy policy.
If any student chooses not to agree to the database licensor’s terms of service or privacy policy, the student will not be able to access and use the database. In these circumstances students should contact their lecturer to enquire about alternative arrangements that are available.

Distribution of grades policy

Academic Quality Assurance Committee monitors the performance of students, including attrition, further study and employment rates and grade distribution, and College reports on quality assurance processes for assessment activities, including alignment with national and international disciplinary and interdisciplinary standards, as well as qualification type learning outcomes.

Since first semester 1994, ANU uses a grading scale for all courses. This grading scale is used by all academic areas of the University.

Support for students

The University offers students support through several different services. You may contact the services listed below directly or seek advice from your Course Convener, Student Administrators, or your College and Course representatives (if applicable).

• ANU Health, safety & wellbeing for medical services, counselling, mental health and spiritual support
• ANU Diversity and inclusion for students with a disability or ongoing or chronic illness
• ANU Dean of Students for confidential, impartial advice and help to resolve problems between students and the academic or administrative areas of the University
• ANU Academic Skills and Learning Centre supports you make your own decisions about how you learn and manage your workload.
• ANU Counselling Centre promotes, supports and enhances mental health and wellbeing within the University student community.
• ANUSA supports and represents undergraduate and ANU College students
• PARSA supports and represents postgraduate and research students