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. By the end of this course, you should be able to do the following tasks:
2. - 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;
3. - Articulate the policy foundations and implications of corporate law rules such as the law on dividends, directors’ duties and maintenance of share capital.
4. - Critically evaluate the broader theorectical, social, political and economic issues underlying corporate law;
5. - Analyse complex sections of the Corporations Act
6. - Evaluate detailed legal problems involving corporate law issues;
7. - Synthesise corporate law rules into cohesive arguments in response to corporate law problems

Research-Led Teaching

Please see the Course Wattle page for information about the research work being done by Associate Professor Hall and Dr Worthington.

Required Resources

The prescribed text is Stephen Bottomley, Katherine Hall, Peta Spender and Beth Nosworthy, Contemporary Australian Corporate Law (Cambridge University Press, 2018).

Students will also need to rely on the Corporations Act 2001 (Cth) (the Act). It is perfectly fine for students to use current electronic versions of the Act, however, it is recommended that students obtain a hard copy of the Act, not least as hard copy legislation tends to be easier to use (ease of navigation etc).

Recommended Resources

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

·      Paul Redmond, Corporations and Financial Markets (Thomson Reuters, 7th ed, 2017); and

·      HAJ Ford, RP Austin, Ian M Ramsay, Ford's Principles of Corporations Law (available via the ANU Library's LexisAdvance subscription). Please note that Ford's is a practitioner's text, not a student text. It is, therefore, somewhat more detailed than most student texts. When you are learning the law, sometimes more detail is what you want. But at other times, more detail can just make things more confusing. Do use Ford's, it's excellent. Be prepared, however, to be challenged by it, and don't fret if you find it a bit much at times.

Staff Feedback

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

• grades;
• written comments; and
• if a student seeks further information, face-to-face consultation (where appropriate).

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

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: Effective from Winter Session and Second Semester 2018 (and until further notice), the interim scaling guideline applies to all courses in the LLB (Hons) and JD programs. Please see: 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 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	The corporate constitution; variation of class rights
4	Corporate contracting; section 129 assumptions
5	Share and debt finance; dividends
6	Division of power; company meetings
7	Directors’ duties; duty of care
8	Duty of good faith; fiduciary duties
9	Fiduciary duties continued; section 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. In a new move this year, we will be opening up approximately 50% of our 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, including early sign up. Once enrolled in a tutorial group, you must attend the same tutorial group each week until the end of the semester. You will only be able to change tutorial groups with permission from the Convenor. If you miss your tutorial in any one week, you may not simply attend another group, unless you have express permission from the Convenor on the grounds of illness or misadventure. The tutorial questions for each week will be available on Wattle.

Assessment Summary

Assessment task	Value	Due Date	Return of assessment	Learning Outcomes
Online Quiz	15 %	29/03/2019	29/03/2019	1,4
Research Essay or Short Film	35 %	23/04/2019	17/05/2019	1, 2, 3, 4
Final Take Home Examination	50 %	22/06/2019	04/07/2019	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 ANU Online website. Students may choose not to submit assessment items through Turnitin. In this instance you will be required to submit, alongside the assessment item itself, hard copies of all references included in the assessment item.

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

This course involves three hours of lectures per week for the first three weeks of the course (taught across two lectures). From week four, the teaching format will shift to one, two hour lecture, and one hour long tutorial per week. In general terms, students are expected to devote at least 10 hours overall per week to this course.

 

Tutorials are not compulsory, however, attendance is strongly encouraged. Participating students are expected to prepare for tutorials and to engage critically in the discussion that takes place there. Tutorial questions are specifically designed to hone students' problem-solving skills, and also to help students prepare for the final exam. As mentioned above, tutorial registration will be available via the course wattle page, and students will be notified when tutorial registration is open.

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

Description: The online quiz is comprised of a number of multiple choice and/or short answer questions which aim to test students' knowledge of the content covered in weeks 1-5 of the course. Students will access and complete the quiz via the Corporations Law Wattle site. This is an open book exam.

Nature of Task: Compulsory. Students who do not attempt the quiz will receive a mark of zero (0). This quiz is an INDIVIDUAL EXAMINATION ITEM - students are not to consult any other person with respect to any of the questions in the quiz.

Weighting: 15%.

Release: 6.30pm 29 March 2019 via Wattle

Due date: 8.00pm 29 March 2019 via Wattle. Late submissions (without an extension) will not be permitted.

Duration: 1 hour 30 mins. The timing of the quiz is universal; i.e. if a student logs on at 7pm instead of 6:30pm, they will only have 1 hour in which to complete the quiz. 

Estimated Return Date: After the quiz has closed.

Assessment Criteria:

• 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

Research Essay or Short Film

Details of Task: Students will choose either an essay OR a short film. A brief outline of the specifics follows. More information is available on WATTLE.

Nature of task: Compulsory. Failure to submit this task will result in a mark of zero (0) for this task.

Weighting: 35%.

Release: Week 1.

Due date: 23 April 2019 at 5pm. Late submission (without an extension) will not be permitted.

Estimated return date: End of Week 10. This is an approximation only: In marking as in life, things do not always go according to plan. Students will be notified if assessment is to be returned later than this estimated date.

Assessment Rubrics: Rubrics for the essay, and the short film and supporting materials will be made available on Wattle.

ESSAY:

Nature of task: The essay is an INDIVIDUAL ASSESSMENT ITEM - students are not to consult any other person with respect to interpreting and answering the essay questions, save of course for librarians, and persons permitted to provide proof-reading assistance.

Question: Students will write an essay in response to one (1) of the two essay questions provided.

Word limit: 2000 words (including headings but excluding footnotes).

Submission: Essays are to be submitted via Turnitin on the Course wattle page. Students should submit their essay in Word format (docx). PDF format is NOT PERMITTED. Students should include their u number in the file name of the essay.

Penalties: Default ANU CoL word length penalties will be applied. Students should note that there will be no late penalty applied, as a failure to submit by the due date and time without an extension will result in the awarding of a mark of zero (0). Students who submit their essay in PDF format will automatically be penalised 5 marks.

Assessment Criteria: The following assessment criteria will be applied to the Essay:

• quality of the thesis (including clarity and scope of thesis);
• effectiveness of chosen structure;
• quality of analysis;
• quality of research;
• quality of written expression;
• commitment to Academic Integrity (including AGLC 4 compliance).

SHORT FILM:

Details of task: The short film is a SMALL GROUP ASSESSMENT. Students are to choose their own groups of up to 4 people. Groups are to consist only of JD students - there can be no JD and LLB group combinations. Each group is to register its membership on the Course Wattle page. Groups must register no later than Friday 15 March 2018 (the end of week 3)

Theme: Each group is to create a film in response to a nominated theme.

Length of film: 3-5 mins in duration (including credits).

Supporting material: In addition to the film itself, each group is to submit:

1) a Bibliography

2) a Rationale and Process Summary.

Submission: Short films are to be submitted via a dropbox on the Course Wattle page. The Bibliography and Summary are to be submitted as a single document in Word

format (docx) via Turnitin on the Wattle course page.

Penalties: Default ANU CoL word length penalties will be applied to the Bibliography and the Summary. The same formula as is used for word length will be applied to the length of the film itself (i.e. there will be commensurate penalties applied for films that are over-long). Students should note that there will be no late penalty applied, as a failure to submit by the due date and time without an extension will result in the awarding of a mark of zero (0). Students who submit their Bibliography and Summary as a PDF will be penalised 2 marks.

Assessment Criteria:

The following assessment criteria will be applied to the short film:

• quality of engagement (with both the nominated theme, and any issues raised in the film);
• coherence (on the terms set by the film);
• overall effectiveness of the film; and
• production quality.

The following assessment criteria will be applied to the Bibliography:

• quality of research; and
• commitment to Academic Integrity (including AGLC 4 compliance).

The following assessment criteria will be applied to the Rationale and Process Summary:

• quality and clarity of stated rationale;
• instructiveness of the description of the creative process; and
• commitment to Academic Integrity (including AGLC 4 compliance).

Assessment Task 3

Final Take Home Examination

Details of Task: The exam will be a problem question style take home exam, covering content from weeks 6-12 of the course. This examination is an INDIVIDUAL EXAMINATION ITEM and students are not to consult any other person with respect to any of the questions in the exam. This is an open book exam.

Nature of Task: Compulsory. Students who do not attempt the final take home exam will receive a mark of zero (0).

Weighting: 50%

Release: 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.

Duration: The exam will run for 2 hours.

Due Date: TBC via Turnitin. Submissions after the due date and time are not accepted.

Submission: Completed exams are to be submitted via Turnitin on the Wattle course site. Exams are to be submitted in Word format (docx). PDF format is not permitted.

Penalties: Students submitting in PDF format will be penalised 2 marks. There is no word limit, so there are no word count penalties. As late submission without approval is not accepted, there are no late penalties.

Estimated return date: With release of final results 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.

A Rubric for the final take home exam will be made available on Wattle.

Academic Integrity

Academic integrity is a core part of our culture as a community of scholars. At its heart, academic integrity is about behaving ethically. This means that all members of the community commit to honest and responsible scholarly practice and to upholding these values with respect and fairness. The Australian National University commits to embedding the values of academic integrity in our teaching and learning. We ensure that all members of our community 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 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 University has policies and procedures in place to promote academic integrity and manage academic misconduct. Visit the following Academic honesty & plagiarism website for more information about academic integrity and what the ANU considers academic misconduct. The ANU offers a number of services to assist students with their assignments, examinations, and other learning activities. The Academic Skills and Learning Centre offers a number of workshops and seminars that you may find useful for your studies.

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). Hard copy submissions must utilise the Assignment Cover Sheet. Please keep a copy of tasks completed for your records.

Late Submission

No submission of assessment tasks without an extension after the due date will be permitted. If an assessment task is not submitted by the due date, a mark of zero (0) will be awarded.

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. The Course Convener may grant extensions 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