This course introduces the legal principles relevant to business structures in Australia. Corporate law is emphasised, comprising issues such as: corporate governance (the structure and role of the board of directors, directors' duties, members' rights and shareholder meetings); corporate liability (corporate contracting, negligence issues faced by corporations); corporate finance (debt and equity financing, profit distribution and protection of creditors); and external administration (corporate insolvency, receivership, voluntary administration and winding up).

Learning Outcomes

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

1. apply your knowledge to analyse and address legal issues typically encountered by Australian companies and their advisers
2. understand the way the law will view a set of circumstances and why the law exists rather than only viewing a situation from a commercial viewpoint and also know how to apply this to influence and inform decision making
3. identify legal issues amongst factual issues
4. find current statements of case law and legislation regarding legal issues
5. direct ongoing learning especially in the context of amendments to corporate law

Research-Led Teaching

This course introduces students to the law applicable to companies. There is an emphasis on current events in corporate law and students will be referred to appropriate journal articles to enhance their understanding of the core topics and to enhance discussion of current corporate legal events.

Examination Material or equipment

Details regarding materials and equipment that is permitted in an examination room can be found on the ANU website:

http://www.anu.edu.au/students/program-administration/assessments-exams/examination-conduct

Information regarding permitted examination materials for the course will be available on the examination timetable website when the examination timetable is released:

http://timetable.anu.edu.au/

Required Resources

Prescribed Text

Hanrahan P, Ramsay, I and Stapledon G, Commercial Applications of Company Law, 21st edition Oxford University Press, 2020.

Students are expected to have access to a copy of the prescribed book for the duration of the semester. The book can be purchased from the Harry Hartog bookshop on campus, with a small number of copies of the text also available for 2 hour loan in the reserve loan section of the Law Library.

Recommended Resources

Strongly recommended texts (available from the library)

Australian Corporations and Securities Legislation CCH 2020.

(Note that the legislation can be accessed online and there are extracts of important parts of the legislation in the text. Nevertheless you may find it useful to have your own copy for the tutorials and the final examination)

Recommended reading (available from the library)

Anderson C, Dickfos J, Hyland M, Nehme M and Dahdal A, Corporations Law, 5^th edition, LexisNexis 2016.

Austin RP and Ramsay IM, Ford’s Principles of Corporations Law, 17th edition, Lexis Nexis 2018.

Baxt R, Black A and Hanrahan P Securities and Financial Services Law, 9^th edition, LexisNexis 2016.

Boros E, and Duns J, Corporate Law, third edition, Oxford University Press, 2013.

Chapple E (ed), Company Law an Interactive Approach, 2nd edition Wiley 2020.

Farrar J, and Hanrahan P,Corporate Governance, LexisNexis 2016.

Fitzpatrick J, Symes C, Veljanovski A and Parker D, Business and Corporations Law, 3rd edition LexisNexis, 2017.

Gooley J, Russell D, Dicker M and Zammit M, Corporations and Associations Law: Principles and Issues, 6th edition, LexisNexis, 2015.

Harris J, Company Law: Theories Principles and Applications, 2^nd edition, LexisNexis 2015.

Harris J, Hargovan A and Adams M, Australian Corporate Law, 6th edition, LexisNexis, 2017.

Hutchinson, Researching and Writing in Law, 4th edition, Thomson Lawbook Co, 2018.

Krever R, Mastering Law Studies and Law Exam Techniques, 10th edition Lexis Nexis 2019.

Lang A, Horsley’s Meetings: Procedure, Law and Practice, 7th edition, Lexis Nexis, 2015.

Levy R, Takeovers Law and Strategy, 5th edition, Thomson Reuters, 2017.

LexisNexis Concise Legal Dictionary, 5^th edition, LexisNexis 2014.

Lipton P and Herzberg A, Understanding Company Law, 20th edition, Thomson Reuters 2019.

Murray, M and Harris J, Keay’s Insolvency: Personal and Corporate Law and Practice, 10th edition, Thomson Reuters 2018.

Redmond P, Corporations and Financial Markets Law, 7th edition, Thomson Reuters, 2017.

Yogaratnam J, Xynas L, and O'Connell A, Corporations Law in Principle, 10th edition Thomson Reuters, 2016.

Web sites

The Australasian Legal Information Institute http://www.austlii.edu.au/ - this site contains on-line Australian case law and statutes. 

The Australian Securities and Investments Commission http://www.asic.gov.au/asic/asic.nsf

The Australian Securities Exchange http://asx.com.au/

Useful legal databases which can be accessed via the ANU library site include:

Lexis Advance – for cases and journal articles – also provides access to the Encyclopaedic Australian Legal Dictionary online.

FirstPoint (Legal online) – for cases and journal articles

HeinOnline – for journal articles (this service has a large number of Australian journals)

Westlaw AU – for journal articles

Staff Feedback

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

• verbal feedback in tutorials to tutorial discussion
• individual written feedback for the news report and problem paper
• written feedback to the whole class on the news report and the problem paper
• individual verbal feedback from tutors in consultation time

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

ASSESSMENT REQUIREMENTS

As a further academic integrity control, students may be selected for a 15 minute individual oral examination of their written assessment submissions.

Any student identified, either during the current semester or in retrospect, as having used ghost writing services will be investigated under the University’s Academic Misconduct Rule.

  

COMMUNICATION

Email and Forums on the Wattle Course Website

Email and the Wattle course website are the preferred ways of communication. Student forums are set up on Wattle for each topic and can be viewed by all enrolled students and teaching staff. Students are encouraged to post any questions they have in the appropriate forum.

If necessary, the lecturer and tutors for this course will contact students on their official ANU student email address. Students should use this email address when contacting staff as spam filters used by ANU may not allow other email addresses to be received. Information about your enrolment and fees from the Registrar and Student Services' office will also be sent to this email address.

 

Announcements

Students are expected to check the Wattle site for announcements about this course, e.g. changes to timetables or notifications of cancellations. Notifications of emergency cancellations of lectures or tutorials will be posted on the door of the relevant room.

Class Schedule

Week/Session	Summary of Activities	Assessment
1	Companies and Company Law Readings: Text Chapters 1 and 2
2	Legal nature of companies and business planning Readings: Text Chapters 3 and 4	Tutorial – Problem set 1. Problem sets are in Ch 26 of the text. You need to read the case studies as well as the questions in the problem set.
3	Constituting companies and managing companies Readings: Text Chapters 5 and 6	Tutorial – Problem set 2
4	Member decision making and members’ meetings Readings: Text Chapters 7 and 8	Tutorial – Problem set 3
5	Restrictions on member decision making and company directors and officers Readings: Text Chapters 9 and 10	Tutorial – Problem set 4 News report due 5pm 23 March
6	Directors’ Duties 1 and 2 Readings: Text Chapters 11 and 12	Tutorial – Problem set 5
7	Directors’ Duties 3 and 4 Readings: Text Chapters 13 and 14	Tutorial – Problem set 6
8	Consequences of breach and members’ remedies Readings: Text Chapters 15 and 16	Tutorial – Problem set 7
9	Reporting and disclosure and financing companies Readings: Text Chapters 17 and 18	Tutorial – Problem set 8 Problem paper due 5pm 5 May
10	Shares and shareholding, securities and market misconduct Readings: Text Chapters 19, 20 and beginning of 21	Tutorial – Problem set 9
11	Takeovers and transacting by companies Readings: Text Chapters 21 (last part) and 23	Tutorial – Problem set 10 and Problem set 11 questions 1, 2 and 3.
12	External administration and winding up Readings: Text Chapters 24 and 25	See wattle for a question on takeovers and problem set 12 and Problem set 13

Tutorial Registration

Please see Wattle for tutors’ information.

Tutorial signup for this course will be done via the Wattle website. Detailed information about signup times will be provided on Wattle. When tutorials are available for enrolment, follow these steps:

1. Log on to Wattle, and go to the course site.

2. Click on the link “Tutorial enrolment”

3. On the right of the screen, click on the tab “Become Member of ……” for the tutorial class you wish to enter.

4. Confirm your choice

If you need to change your enrolment, you will be able to do so by clicking on the tab “Leave group…” and then re-enrol in another group. You will not be able to enrol in groups that have reached their maximum number. Please note that enrolment in ISIS must be finalised for you to have access to Wattle.

Assessment Summary

Assessment task	Value	Due Date	Return of assessment	Learning Outcomes
News Report	15 %	23/03/2020	03/04/2020	1, 2, 3, 4, 5
Problem paper	15 %	05/05/2020	22/05/2020	1, 2, 3, 4, 5
Tutorial participation	10 %	02/03/2020	29/05/2020	1, 2, 3
Final examination	60 %	04/06/2020	02/07/2020	1, 2, 3, 4, 5

* 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. 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.

Assessment Task 1

News Report

Value or Weighting: 15%

Marks: 100

Suggested Length: 1000 words (10% tolerance either way acceptable)

Instructions: Select an Australian news item of current interest from an Australian newspaper or news site bearing a 2020 date relevant to Australian corporate law (not just commercial law and not corporations law from a foreign jurisdiction). ASIC and law firm sites are not news sites. You are welcome to check with the course covnenor or your tutor whether you have chosen a suitable article. An example of a news report will be posted to wattle. The news item can relate to any area of corporate law.

Write a paper:

• Briefly summarising the article and
• Discuss its significance or relevance for corporate law. Ensure that you put your discussion in a legal context

Include a link to the news item or include a scanned copy of the article.

Purpose: The aim is for you to engage with current affairs and understand the corporate law surrounding a current event. This will assist you to develop the skills necessary for identifying corporate law issues in a professional context through learning from a recent corporate experience with the law.

Marking Criteria:

Communication

• Correct syntax, grammar and spelling
• Clarity of thought and expression
• Coherent and logical structure

Demonstrated understanding of the law, analysis & discussion

• The paper identifies the aspect/s of corporate law relevant to the news item
• The paper shows an understanding of how the corporate law operates in practice
• Discusses and analyses relevant arguments
• Does not wander
• Comes to some kind of conclusion

Presentation

• Correct citation of cases and legislation in accordance with the Australian Guide to Legal Citation.
• Layout/setting out (use of appropriate headings-clarity, ease of reading)

Referencing: Australian Guide to Legal Citation https://drive.google.com/file/d/1TGvYqdqQnOU-GtSV3I25ft6EyYIx_w4U/edit

A shorter guide is available here https://libguides.library.usyd.edu.au/c.php?g=508212&p=3476376

Information and further links can be accessed via the Academic Study Skills web page.

https://academicskills.anu.edu.au/

Assessment Task 2

Problem paper

Value or Weighting: 15%

Marks: 100

Suggested Length: 1000 words (10% tolerance either way acceptable)

Instructions:

The question should be answered in IRAC style. You should remember to support your propositions by reference to cases and statutes where appropriate.

I – Issue (briefly identify the legal issue(s) in the problem.

R – Rule (briefly signal the rule or relevant law which will help to resolve the issue.)

A – Application - the most important part (apply the law to the facts, look at both sides to the argument, support your argument.)

C – Conclusion (remember to draw your advice to a conclusion, although that advice might be that there is more than one possible answer but the most likely conclusion is x. It is also acceptable to say that you need to know some further facts and if it is x then y would follow but if it is a then b would follow.)

Purpose: The aim of this problem paper is to develop your legal reasoning and analysis skills through considering a set of facts and identifying and advising regarding the legal issues that arise. It will assist you to develop confidence and insight with legal problem solving. It will also allow you to practise your skills in writing a persuasive legal argument and synthesising your learning in a few areas of corporate law.

Marking Criteria:

Communication

• Correct syntax, grammar and spelling
• Clarity of thought and expression

Demonstrated knowledge of the law

• Answer reflects a good knowledge of the relevant legislation and relevant case law - an understanding of their scope and operation

Analytical skills (legal problem solving technique)

• Ability to determine the legally relevant or "material" facts and the applicable legal rules:
• Ability to identify the legal issues raised by the relevant facts, ie the questions in dispute;
• Applying the law to the relevant facts (do the facts fit the legal rules?);
• Reaching a conclusion and expressing it ("In my view...."   "I consider, on the basis of the facts provided, that...."). If the legislation is open to more than one interpretation your task is to say so and to decide which one should be considered of greater weight and to state why.

Presentation

• Correct citation of cases and legislation in accordance with the Australian Guide to Legal Citation.
• Layout/setting out (use of appropriate headings-clarity, ease of reading)

Referencing: Australian Guide to Legal Citation https://drive.google.com/file/d/1TGvYqdqQnOU-GtSV3I25ft6EyYIx_w4U/edit

A shorter guide is available here https://libguides.library.usyd.edu.au/c.php?g=508212&p=3476376

Information and further links can be accessed via the Academic Study Skills web page.

https://academicskills.anu.edu.au/

Assessment Task 3

Tutorial participation

Value or Weighting: 10%

Marks: 100

Instructions: You will also be assessed on your own tutorial participation – you will be assessed on your contributions to tutorial discussion. Tutorial participation will be assessed in 5 weeks (these weeks will not be nominated to you in advance) and your best 2 marks will count.

Purpose: To give you an opportunity to develop problem solving and discussion skills in a group setting.

Due Date: The due date listed in the assessment summary is the earliest possible date. This assessment task is assessed in 5 weeks (these weeks will not be nominated to you in advance) and your best 2 marks will count.

Rubric

Fail participation	Pass participation	CR participation	D participation	HD participation
Does not demonstrate adequate application of knowledge to analyse and address legal issues; insufficient understanding of the way the law will view circumstances; not able to identify legal issues amongst factual issues.	Demonstrates adequate application of knowledge to analyse and address legal issues; or basic understanding of the way the law will view circumstances; or basic ability to identify legal issues amongst factual issues. Offers straightforward information (e.g. straight from the case or reading), without elaboration.	Demonstrates good application of knowledge to analyse and address legal issues; or a good understanding of the way the law will view circumstances; or a good ability to identify legal issues amongst factual issues. Attempts to offer interpretation and analysis.	Demonstrates an excellent application of knowledge to analyse and address legal issues; or an excellent understanding of the way the law will view circumstances; or an excellent ability to identify legal issues amongst factual issues. Offers interpretations and analysis of case material (more than just facts) to class.	Demonstrates an extensive application of knowledge to analyse and address legal issues; or an extensive understanding of the way the law will view circumstances; or an extensive ability to identify legal issues amongst factual issues. Offers informed and thorough interpretations and analysis of case material (more than just facts) to class.

Assessment Task 4

Final examination

The final examination is an open-book exam comprising 2 hours of writing time plus 30 minutes reading time.

Centrally administered examinations through Examinations, Graduations & Prizes will be timetabled prior to the examination period. The due date listed in the assessment summary is the earliest possible date. Please check ANU Timetabling for further information. Exam scripts will not be returned. Students may review their exam scripts by appointment during scheduled sessions at the RSA School Office.

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). Hard copy submissions must utilise 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 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 take-home examinations.

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.

Resubmission of Assignments

There is no option to resubmit.

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