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 numerous laws and regulations that apply to various business structures in Australia, namely Companies, Partnerships, Joint Ventures, Associations, Trusts and Sole Traders. The course primarily focuses on company law and regulation, in particular the duties owed by company directors. There is an emphasis on current events in corporate law and students are referred to appropriate journal articles in each chapter of the textbook as will be referred to contemporary news articles regarding corporate law and governance 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 will consist of a three hour handwritten in person exam held on campus.

Required Resources

Prescribed Text

Hargovan, Adams & Brown, Australian Corporate Law 8th Edition Lexis Nexis.

Students are expected to have access to a copy of the prescribed book for the duration of the semester. Copies may be purchased in either hard copy or eBook format directly from the publisher or the University Bookstore. Copies of the text are also available for 2 hour loan in the reserve loan section of the Law Library. An ebook version of the text is also accessible through the University Library website.

Recommended Resources

Recommended reading (available from the library)

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

Lipton P and Herzberg A, Understanding Company Law, 22nd edition, Thomson Reuters 2024.

Chapple E et all, Company Law an Interactive Approach, 2nd edition Wiley 2022.

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

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.

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

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.

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.

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

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	Overview of Companies, Partnerships, Joint Ventures, Associations, Trusts and Sole Traders. Readings: Text Chapters 3 and 4
2	Overview of Company Law and Corporate Regulation.Readings: Text Chapters 1 and 2
3	Incorporation and Its Effects: Company Constitutions and the Replaceable Rules.Readings: Text Chapters 5 and 6
4	Corporate Liability: Tortious, Criminal and Contractual Liability. Readings: Text Chapter 7
5	Corporate Governance Pt I: Company Directors and Officers, Appointment, Removal and Disqualification. Readings: Text Chapters 13 and 14
6	Corporate Governance Pt II: Directors Duty of Good Faith and Proper Purpose, Conflicts of Interest. Readings: Text Chapters 15 and 16	Test Due / Mid Term Paper Released
7	Corporate Governance Pt III: Directors Duty of Care, Skill & Diligence. Readings: Text Chapter 11	Mid Term Paper Due
8	Insolvent Trading. Readings: Text Chapter 12
9	Shares and Share Capital: Shareholder's Rights and Remedies.Readings: Text Chapters 11, 12 and 19
10	Corporate Financing: Raising Share Capital and Debt Financing.Readings: Text Chapters 9 and 10
11	Mergers and Takeovers. Readings: Provided on Wattle.
12	External Administration and Insolvency.Readings: Text Chapter 21

Tutorial Registration

Tutorials will be held weekly on campus (starting from Week 2). Tutorial times will be made available via MyTimetable. Two weeks before the commencement of semester, please check the MyTimetable website for details of tutorial availability and release.

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 https://www.anu.edu.au/students/program-administration/timetabling].

Please see Wattle for tutors’ information.

Assessment Summary

Assessment task	Value	Due Date	Return of assessment	Learning Outcomes
Test	10 %	28/03/2024	28/03/2024	1, 2, 3 ,4, 5, 6
Mid-Term Paper	30 %	15/04/2024	29/04/2024	1, 2 ,3, 4, 5, 6
Final Exam	60 %	30/05/2024	27/06/2023	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 on-campus tutorials.

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

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

Test

Students will be required to sit an online test. The questions will be multiple choice and will cover materials from Weeks 1 - 5.

Due Date: The test will open on the Monday of Week 6 and close on the Thursday. Submissions received after this time will not be marked.

Estimated return date: Marks and feedback will be provided following the close of the test.

Value: 10%

Assessment Task 2

Mid-Term Paper

The Mid-Term Paper will consist of 10 questions of equal weight. The questions will cover material from Weeks 1- 5. Students will be required to identify the relevant law and apply it to a given set of facts. A rubric will be provided prior to the release of the assessment.

Word limit: 2,000 - 3,000 words (Guide only: shorter or longer papers will be accepted without penalty)

Presentation requirements: Typed using size 12 Times New Roman font and either 1.5 or double spacing.

Release and Submission: The Mid-Term Paper will be released on the wattle course page on the Thursday of Week 6. Submission will be online via Turnitin.

Due date and time: Monday of Week 7 at 10:00am. Submissions received after this time will not be marked (unless an extension has been granted). Extensions must be applied for on the course wattle page at the earliest opportunity.

Estimated return date: Monday of Week 9. Specific feedback will be given individually on each students paper and general feedback provided on Wattle.

Referencing requirements: In text references to cases or legislation. Abbreviated references permitted.

Value: 30%

Assessment Task 3

Final Exam

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.

The exam will be open book and will consist of a three hour (plus 15 minutes reading time) handwritten examination held in person on campus. Students will be required to answer 5 questions of equal weight. The questions will cover material from Weeks 6 - 12. Students will be required to identify the relevant law and apply it to a given set of facts. The rubric provided for the Mid Term Paper will also apply for the Final Exam. Further information about the exam (e.g., as to duration, format etc.) will be provided by the end of Week 10.

The exam will be timetabled through Examinations, Graduations & Prizes. Please check ANU Timetabling for further information.

Due date and time: Refer to Examinations Timetable.

Estimated return date: 27 June 2024

Value: 60%

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 not permitted. If submission of assessment tasks without an extension after the due date is not permitted, a mark of 0 will be awarded.

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