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:

Upon successful completion of the requirements for this course, students will be able to:
1. apply advanced knowledge of corporate law 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, including policy considerations and settings, and also know how to apply this to influence and inform decision making;
3. identify legal issues amongst complex factual scenarios;
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.
6. implement a professional communication style in providing strategic direction in commercial applications.

Research-Led Teaching

Corporate law is constantly evolving as businesses including companies are operating in an ever more complex and global economy. Through this course, students will be able to see how legislators, the judiciary and regulators have also had to respond to these changes. Specifically, this course will consider the recent creation of the Personal Property Securities Act, as well as recent amendments to the insider trading provisions and new provisions protecting shareholder rights. The course will also introduce some newer applications of corporate governance under both the Corporations Act 2001 and under the ASX Listing Rules.

Examination Material or equipment

The exam will be open book.

Details regarding materials and equipment that is permitted in an examination 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

Hanrahan P, Ramsay, I and Stapledon G, Commercial Applications of Company Law, 23rd edition Oxford University Press, 2022.

Students are expected to have access to a copy of the prescribed book for the duration of the semester. A few copies of the text will be made available for 2 hour loan in the reserve loan section of the Law Library. An ebook version of the text will also made available. Details will be placed on Wattle in due course.

Recommended Resources

Recommended readings (available from the library)

Anderson C, Dickfos J, Hyland M, Nehme M and Dahdal A, Corporations Law, 5th 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, 9th 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, 2nd 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.

LexisNexis Concise Legal Dictionary, 6th edition, LexisNexis 2020.

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

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 Lawbook Co 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.

Staff Feedback

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

• Written comments via Turnitin
• Verbal feedback to the whole class in tutorials and lectures
• Tutors will be available to provide individual verbal feedback on request either in consultation times or otherwise by appointment.

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). Feedback can also be provided to Course Conveners and teachers via the Student Experience of Learning & Teaching (SELT) feedback program. SELT surveys are confidential and also provide the Colleges and ANU Executive with opportunities to recognise excellent teaching, and opportunities for improvement.

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 Integrity Rule.

COMMUNICATION

Email and the Wattle Course Website

Email and the Wattle course website are the preferred ways of communication.

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.

Class Schedule

Week/Session	Summary of Activities	Assessment
1	Companies and Company Law
2	Legal nature of companies and business planning Readings: Text chapters 3 and 4	Week 2 Tutorial Report question (Assessment task 1) will be made available
3	Constituting companies and managing companies Readings: Text chapters 5 and 6	Week 3 Tutorial
4	Corporate governance and introduction to directors’ duties. Duty of care, duty to prevent insolvent trading. Readings: Text chapters 11 and 12	Week 4 Tutorial Report (Assessment task 1) due
5	Directors’ duties – duty to act in good faith and for a proper purpose Readings: Text chapter 13 and 16	Week 5 Tutorial
6	Duty to disclose conflicts of interest. Duties not to improperly use position or information. Readings: Text chapters 14 and 15	Week 6 Tutorial Report (Assessment task 1) results and feedback released Assignment question (Assessment task 2) will be made available
7	Restrictions on member-decision making and company directors. Member decision making and members' meetings Readings: Text chapters 7 and 8	Week 7 Tutorial
8	Consequences of breach and members’ remedies Readings: Text chapters 9 and 10	Week 8 Tutorial
9	Reporting and disclosure and financing companies Readings: Text chapters 17 and 18	Week 9 Tutorial
10	Shares and shareholding, Securities Readings: Text chapters 19, 20 and beginning of ch 21.	Week 10 Tutorial Assignment (Assessment task 2) due
11	Takeovers and transacting by companies Readings: Text chapters 21 (last part) and ch 23.	Week 11 Tutorial
12	Receivership, voluntary administration and winding up Readings: Text chapters 24 and 25	Week 12 Tutorial Assignment (Assessment task 2) results and feedback released

Tutorial Registration

Tutorials will be available face-to-face or through a live Zoom class.

ANU utilises MyTimetable to enable students to view the timetable for their enrolled courses, browse, then self-allocate to small teaching activities/tutorials so they can better plan their time. Find out more on the Timetable webpage.

Please see Wattle for tutors’ information.

Assessment Summary

Assessment task	Value	Due Date	Return of assessment	Learning Outcomes
Report	15 %	19/08/2022	02/09/2022	1,2,6
Main assignment	25 %	14/10/2022	28/10/2022	2,3,4,5,6
Final Examination	60 %	03/11/2022	01/12/2022	1,2,3,4

* 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 Integrity Rule before the commencement of their course. Other key policies and guidelines include:

• Academic Integrity Policy and Procedure
• Student Assessment (Coursework) Policy and Procedure
• Special Assessment Consideration Guideline and General Information 
• Student Surveys and Evaluations
• Deferred Examinations
• Student Complaint Resolution Policy and Procedure
• Code of practice for teaching and learning

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 Skills 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.

Participation

Course delivery: on-campus lecture (recording on Echo360) and weekly tutorials (delivered on-campus and via live Zoom). Please check Wattle for details closer to the start of semester. Attendance at all teaching events, while not compulsory, is expected in line with Code of Practice for Teaching and Learning, clause 2 paragraph (h).  

Examination(s)

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/

Assessment Task 1

Report

Write a report / advice identifying and advising on the legal issues that arise in the question supporting your advice by reference to the law.

Word limit: 1000 words (10% tolerance either way is acceptable)

Value: 15 marks

Presentation requirements:

• 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)
• Reports are to be word-processed in minimum 12 point font with margins. The use of strict, professional expression is expected.
• Assignments are to be submitted electronically via Turnitin with an Assessment Cover Sheet included as the front page (available on course website).

Referencing requirements: Referencing is required in accordance with the Australian Guide to Legal Citation. A link will be provided on Wattle and a shorter guide to the most common references will also be provided.

Availability: The report question will be available on Wattle in Week 2.

Estimated return date: Report results and feedback released as set out in the table above.

Assessment Task 2

Main assignment

Write a paper identifying and advising on the legal issues that arise in the problem question supporting your advice by reference to the law.

Questions 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 (apply the law to the facts, look at both sides to the argument, support your argument). This is the most important part!

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.)

Word limit: 2000 words (10% tolerance either way acceptable)

Value: 25 marks

Presentation requirements:

? 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)

? Reports are to be word-processed in minimum 12 point font with margins. The use of strict, professional expression is expected.

? Assignments are to be submitted electronically via Turnitin with an Assessment Cover Sheet included as the front page (available on course website).

Referencing requirements: Referencing is required in accordance with the Australian Guide to Legal Citation. A link will be provided on Wattle and a shorter guide to the most common references will also be provided.

Availability: The assignment question will be available on Wattle in Week 6.

Estimated return date: Assignment results and feedback released as set out in the table above.

Assessment Task 3

Final Examination

Value: 60 marks

The final exam will be 3 hours and 30 minutes in duration.

It will be an online exam. the exam questions will be provided on Wattle. Students will submit their answers using the Turnitin portal in Wattle.

The exam will be open book.

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/

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.

Academic Integrity

Academic integrity is a core part of the ANU culture as a community of scholars. The University’s students are an integral part of that community. The academic integrity principle commits all students to engage in academic work in ways that are consistent with, and actively support, academic integrity, and to uphold this commitment by behaving honestly, responsibly and ethically, and with respect and fairness, in scholarly practice.

The University expects all staff and students to be familiar with the academic integrity principle, the Academic Integrity Rule 2021, the Policy: Student Academic Integrity and Procedure: Student Academic Integrity, and to uphold high standards of academic integrity to ensure the quality and value of our qualifications.

The Academic Integrity Rule 2021 is a legal document that the University uses to promote academic integrity, and manage breaches of the academic integrity principle. The Policy and Procedure support the Rule by outlining overarching principles, responsibilities and processes. The Academic Integrity Rule 2021 commences on 1 December 2021 and applies to courses commencing on or after that date, as well as to research conduct occurring on or after that date. Prior to this, the Academic Misconduct Rule 2015 applies.

 

The University commits to assisting all students to understand how to engage in academic work in ways that are consistent with, and actively support academic integrity. All coursework students must complete the online Academic Integrity Module (Epigeum), and Higher Degree Research (HDR) students are required to complete research integrity training. The Academic Integrity website provides information about services available to assist students with their assignments, examinations and other learning activities, as well as understanding and upholding academic integrity.

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

Late submission permitted. 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

The Academic Skills website has information to assist you with your writing and assessments. The website includes information about Academic Integrity including referencing requirements for different disciplines. There is also information on Plagiarism and different ways to use source material.

Returning Assignments

All assignments will be returned to students via Turnitin. For additional information regarding Turnitin please visit ANU Online.

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

Students will not be permitted to resubmit assignments. 

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 Access 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