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. analyse and address legal issues typically encountered by Australian companies and their advisers
2. explain how the law will apply in a set of circumstances and the rationale for the law
3. apply the law to influence and inform decision making
4. identify legal issues amongst factual issues
5. apply current statements of case law and legislation regarding legal issues
6. identify and explain 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

The examination is open book and conducted via wattle. You will need access to a computer connected to the internet and Word in order to be able to type and submit your answers.

Required Resources

Prescribed Text

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 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, 10^th edition, LexisNexis 2021.

Chapple E (ed), Company Law an Interactive Approach, 2nd update edition Wiley 2022.

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

Fitzpatrick J, Symes C, Veljanovski A and Parker D, Business and Corporations Law, 5th edition LexisNexis, 2022.

Gooley J, Russell D, Dicker M and Zammit M, Corporations and Associations Law: Principles and Issues, 7th edition, LexisNexis, 2020.

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

Harris J, Hargovan A and Adams M, Australian Corporate Law, 7th edition, LexisNexis, 2020.

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

Krever R, Mastering Law Studies and Law Exam Techniques, 11th edition Lexis Nexis 2022.

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

Levy R, Takeovers Law and Strategy, 6th edition, Thomson Reuters, 2022.

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

Lipton P and Herzberg A, Understanding Company Law, 21st edition, Thomson Reuters 2021.

Murray, M and Harris J, Keay’s Insolvency: Personal and Corporate Law and Practice, 11th edition, Thomson Reuters 2022.

Ramsay I, Company Directors Principles of Law and Corporate Governance, 2nd edition, LexisNexis 2023.

Redmond P, Corporations and Financial Markets Law, 8th edition, Thomson Reuters, 2022.

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 as part of 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). 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 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
3	Constituting companies and managing companies Readings: Text Chapters 5 and 6
4	Member decision making and members’ meetings Readings: Text Chapters 7 and 8
5	Restrictions on member decision making and company directors and officers Readings: Text Chapters 9 and 10	News report due 20 March
6	Directors’ Duties 1 and 2 Readings: Text Chapters 11 and 12	News report returned 31 March
7	Directors’ Duties 3 and 4 Readings: Text Chapters 13 and 14
8	Consequences of breach and members’ remedies Readings: Text Chapters 15 and 16
9	Reporting and disclosure and financing companies Readings: Text Chapters 17 and 18	Problem paper due 3 May
10	Shares and shareholding, securities and market misconduct Readings: Text Chapters 19, 20 and beginning of 21
11	Takeovers and transacting by companies Readings: Text Chapters 21 (last part) and 23	Problem paper returned 19 May
12	External administration and winding up Readings: Text Chapters 24 and 25

Tutorial Registration

Tutorials will be held weekly (starting from Week 2). Tutorials will be available both on campus and via zoom. 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
News Report	20 %	20/03/2023	31/03/2023	1, 2, 3 ,4, 5, 6
Problem Paper	20 %	03/05/2023	19/05/2023	1, 2 ,3, 4, 5, 6
Final examination	60 %	01/06/2023	29/06/2023	1, 2, 3, 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 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 in hybrid format (on-campus and live Zoom sessions). Please check Wattle for details closer to the start of semester.

Attendance at all classes, while not compulsory, is expected in line with “Code of Practice for Teaching and Learning”, clause 2 paragraph (h).

Assessment Task 1

News Report

Value or Weighting: 20%

Marks: 100

Suggested Length: 1200 words (10% tolerance either way acceptable)

Submission of this assessment task is via Turnitin.

Instructions: Choose a news article from those news articles that will be uploaded to Wattle.

Write a paper:

Briefly summarise the article and discuss its significance or relevance for corporate law. Ensure that you put your discussion in a legal context. What you say will vary depending on the article. You may, for example, in an article referring to a successful prosecution or a prosecution that has been launched but not heard, explain the law that has been or will be applied and refer to the relevant sections and possibly previous cases. In an article referring to possible law reform you might discuss relevant law reform reports or cases which demonstrate an issue and need for reform. You are aiming to provide a deeper level of information than the article itself provides. Assume you are writing for a professional audience. An example will be posted to wattle.

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://law.unimelb.edu.au/__data/assets/pdf_file/0005/3181325/AGLC4-with-Bookmarks-1.pdf

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: 20%

Marks: 100

Suggested Length: 1200 words (10% tolerance either way acceptable)

Submission of this assessment task is via Turnitin.

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://law.unimelb.edu.au/__data/assets/pdf_file/0005/3181325/AGLC4-with-Bookmarks-1.pdf

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

Final examination

The final examination is a 3 hour open-book exam conducted via the wattle web site and submitted via turnitin. The final exam is worth 60%.

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. Information regarding exam script viewing will be provided in due course.

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

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

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

Assignments and marks will be returned via turnitin on the wattle web site.

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 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