This course provides an understanding of Australian corporate law. The course is structured to meet the admission requirements for practice as a legal practitioner in the Australian states and territories. The following topics will be covered:

• forms of business association, including partnership;
• incorporation and the concept of separate legal personality;
• the corporate constitution;
• membership of the corporation and share capital;
• corporate contracting;
• duties and liabilities of directors and officers;
• basic features of the management of companies;
• shareholders' remedies;
• company credit and security arrangements; and
• winding up.

Learning activities include a research essay and a final examination. This course is delivered using lectures and a fully interactive tutorial program.

This course meets the requirements of the Law Admissions Consultative Committee Prescribed Academic Areas of Knowledge for Company Law. 

Learning Outcomes

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

1. Synthesise, evaluate and apply the fundamental principles of corporations law.
2. Evaluate the policy foundations and implications of corporate law rules, and the broader theoretical, social, political and economic issues underlying corporate law, incorporating a diverse range of perspectives.
3. Research, interpret and evaluate complex statutory material to design or justify solutions to corporations law problems in the context of legal problem solving.
4. Select and apply a range of approaches to written or oral communication, and apply the apply the professional judgment required to develop and evaluate solutions to complex corporations law problems.

Examination Material or equipment

Information on what to expect during an examination

Required Resources

The prescribed text is Stephen Bottomley, Katherine Hall, Peta Spender and Beth Nosworthy, Contemporary Australian Corporate Law (Cambridge University Press, 2nd Edition which can marked either as 2020 or 2021).

Students must also have access to a current version of the Corporations Act 2001 (Cth) (the Act). It is strongly recommended that students obtain a hard copy of the Act for learning purposes, however the Act can be accessed for free online via the Federal Register of Legislation.

Recommended Resources

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

• Paul Redmond, Corporations and Financial Markets (Thomson Reuters, 7th ed, 2017);
• HAJ Ford, RP Austin, Ian M Ramsay, Ford's Principles of Corporations Law (available via the ANU Library's LexisAdvance subscription). Please note that this is a practitioner's resource and is more detailed than student texts tend to be.
• Ellie Chapple, Alex Wong, Richard Baumfield, Richard Copp, Robert Cunningham, Akshaya Kamalnath, Katherine Watson, Paul Harpur, Company Law: An Interactive Approach (Wiley, 2nd ed, 2019).

Staff Feedback

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

• grades awarded;
• written comments; and
• if a student seeks further information and the Convenor deems it appropriate, Zoom consultation. The Convenor has unfettered discretion as to whether a consultation is appropriate, and the Convenor's decision is final. The Convenor may also require a student to set out the reasons why a consultation after the return of assessment is necessary.

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

Task submission times refer to Canberra time (AEST/AEDT).

Extensions, late submission and penalties: https://law.anu.edu.au/current-students/policies-procedures/extensions-late-submission-and-penalties

Extenuating circumstances: https://www.anu.edu.au/students/program-administration/assessments-exams/extenuating-circumstances-application

Deferred examination: http://www.anu.edu.au/students/program-administration/assessments-exams/deferred-examinations

Penalties for excess word length: https://law.anu.edu.au/current-students/policies-procedures/word-length-and-excess-word-penalties

Distribution of grades policy: https://law.anu.edu.au/current-students/policies-procedures/grading

Further information about the course: is available from the course Wattle page. Students are required to access the Wattle site regularly throughout the course for any announcements relating to the course.

Artificial Intelligence (AI)

The ANU Academic Integrity website provides information about services available to assist students with their assignments, examinations and other learning activities, as well as providing clear guidance on the responsible and ethical use of AI technologies.

The following resources may also be useful:

• The ANU Library's Libguide is a valuable resource for gaining a comprehensive understanding of AI's role in academia.

• The ANU Academic Skills site provides useful information to ensure that you leverage AI responsibly and effectively.

• The ANU College of Law Academic Integrity and Misconduct site provides content related to legal implications, ethical guidelines, and considerations when dealing with AI in the context of law.

Class Schedule

Week/Session	Summary of Activities	Assessment
1	The nature of the corporation; Economic underpinnings of corporate Law; Role of the corporation in society	In line with the University’s recording policy, lectures will be recorded and made available for students on Echo360. However, lecture recordings are only an additional resource and they should not be taken as a substitute for regular attendance. If a recording does fail, there is no guarantee a replacement recording will be provided.
2	The separate legal entity doctrine; regulation and types of companies
3	Share and debt finance; dividends
4	The corporate constitution; variation of class rights
5	Corporate contracting; section 129 assumptions
6	Division of power; company meetings
7	Directors’ duties; duty of care, skill and diligence
8	Duty of good faith; fiduciary duties
9	Fiduciary duties continued (sections 182-183)
10	Members’ rights and remedies
11	External administration; voluntary administration
12	Liquidation

Tutorial Registration

Tutorial registration will be done via MyTimetable. We will be opening up at least 50% (and possibly more) of the tutorials 2 weeks before the start of semester. Tutorial registration will close at the end of week 3. Students should keep an eye on Wattle for further information on tutorial sign-up. Once enrolled in a tutorial group, you must attend the same tutorial group each week until the end of the semester.

Assessment Summary

Assessment task	Value	Due Date	Return of assessment	Learning Outcomes
Online quiz	0 %	*	*	1,2,3
Research Essay	40 %	03/04/2024	30/04/2024	1,2,3,4
Final Examination	60 %	*	*	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
• Extenuating Circumstances Application
• 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

For all courses taught in any mode (whether face to face or online), the ANU College of Law considers participation in the classes offered to be an important part of the educational experience of the program. Students are expected to attend all classes.

Examination(s)

This course will include a final examination. Examinations are conducted on campus during the University's examination period. Students should consult the exam timetable when it has been finalised.

Assessment Task 1

Online quiz

Details of Task: This online quiz is designed to give students feedback on their comprehension of the themes introduced in the first three weeks of the course. This task is an online quiz consisting of multiple-choice questions. The task aims to prepare students for problem style questions. Lectures and reading materials covered in Weeks 1-3 of the course will be relevant.

Nature of Task: Optional. This assessment task is designed to give students an opportunity to receive feedback on their progress in the course.

Weighting: 0%

Release: 9am, Thursday 7 March 2024

Due Date: The optional online quiz will remain open for attempts throughout the course teaching period.

As this quiz is open for more than 24 hours, no time adjustments or extensions shall be applied for this task.

Estimated Return Date: Results are available immediately upon completion of quiz .

Assessment Criteria: The mark for the quiz will be based on the number of correct responses.

Assessment Task 2

Research Essay

Details of Task: This task is a guided research essay. Lectures, tutorials and reading materials covered in Weeks 1-2 of the course will be relevant, but students should also conduct their own research in addition to this. A limited number of sources will be provided to students to get them started - essays should refer to and substantially engage with these sources.This is an INDIVIDUAL ASSESSMENT ITEM. Students are not permitted to discuss the assessment (including issue spotting or structure) with any other person.

Nature of Task: Compulsory and non-redeemable. Failure to complete will result in a mark of zero for this task.

Weighting: 40%

Release: 5pm, 4 March 2024

Word Limit: 2,000 words. The ANU College of Law's Word Length and Excess Word penalties policy can be found here.

Submission Requirements: Footnotes should be used for the referencing of all sources. All references should be compliant with the current edition of the Australian Guide to Legal Citation. Your submission must be made with a 12-point font, 1.5 line spacing and page numbers on each page. Your submission must be made in a word processing file format (.doc, .docx). PDF files will not be accepted.

Due Date: 12pm, 3 April 2024. Late submissions (without an extension) are permitted, but late penalties will apply. 

Estimated Return Date: 30 April 2024

Assessment Criteria: Details will be made available on Wattle.

Assessment Task 3

Final Examination

Details of Task: Students will sit a HIRAC problem question styled exam. All materials covered in Weeks 1-12 are examinable.

Nature of Task: Compulsory and non-redeemable. Failure to complete will result in a mark of zero for this task.

Weighting: 60%

Due Date: The exam will be held during the end-of-semester exam period. Please consult the ANU examinations timetable when it is released. Because this is a formal examination, late submissions will not be accepted. 

Estimated Return Date: Official end-of-semester results release date. 

Assessment Criteria: The general criteria to be used is as follows:

• ability to identify the legal issues raised by the question;
• understanding of the relevant law raised by the question;
• quality of analysis and argument (including application of relevant law to the facts);
• quality of composition (including structure and written expression);
• commitment to Academic Integrity.

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. You must ensure that you upload the correct document on the specified submission due date and time. Any document modified after the due date and time will either incur a late penalty or will NOT be accepted. Unless an exemption has been approved by the Associate Dean (Education), submission must be through Turnitin in a word processing file format (.doc, .docx). Electronic copies in .pdf file format are not acceptable.

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). Any hard copy submissions must use 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.
• 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 tests or examinations.
• Late submission with an extension. To ensure equity for all students, the 5% penalty per working day for late submission of work does not apply if you have been granted an extension. Where an extension is granted, the revised due date and submission time will be provided in writing. Importantly, any revised due date is inclusive of weekends and public holidays. Regardless of which day of the week the revised due date falls on, students who submit after that date will be penalised by 5% of the possible marks available for the task per 24-hour period.  

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 marks and feedback will be provided by the return date listed in the class summary. 

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

Resubmission is not guaranteed. Please ensure that you have reviewed your submission carefully before you submit.

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 all ANU students