Corporations Law is a compulsory subject in the Juris Doctor program offered by the Faculty of Law. This subject examines the law relating to registered companies. It builds upon the aspects of corporate law discussed in Business Associations. Topics canvassed include dividends, debentures and other interests, fundraising, members' rights and remedies, directors' powers and duties, majority rule and minority oppression, company meetings, receiverships, voluntary administration and winding up. The subject also may include a brief introduction to securities industry law, financial services law and takeovers.
Changes due to Commonwealth Games: The University has marginally altered the timetable for the January semester of 2018 (181) to ensure that students have the opportunity to engage with the Commonwealth Games to be held in April 2018. The modified timetable has been designed to not impact on overall subject or program learning outcomes. Some subjects may be delivered in a slightly modified mode to accommodate the change. Specific arrangements will be included on the iLearn site for each subject. All changes to the class schedule have the full approval of University and Academic Unit administration and will not adversely affect student learning or assessment.
|Academic unit:||Faculty of Law|
|Subject title:||Corporations Law|
Delivery & attendance
|Attendance and learning activities:||You should attend all classes. Most classes build on the work of the previous one, and it may be difficult for you to recover if you miss a class. Attendance in tutorials will be monitored, and missing tutorials will have an impact upon your final mark in this subject. To obtain a passing grade for tutorial participation, you must attend classes regularly and make meaningful contributions to class discussion. You should display evidence of thorough preparation. If you are unable to attend a tutorial due to illness, you must present a medical certificate. In accordance with Bond University's medical certificate policy, the medical certificate must contain a description of your illness together with the practitioner's opinion as to the likely effect of the complaint on your performance. A certificate that merely says that 'the student says that they felt sick' without the practitioner's statement that you in fact WERE sick is not adequate.|
|Prescribed resources:|| |
|[email protected] & Email:||[email protected] is the online learning environment at Bond University and is used to provide access to subject materials, lecture recordings and detailed subject information regarding the subject curriculum, assessment and timing. Both iLearn and the Student Email facility are used to provide important subject notifications. Additionally, official correspondence from the University will be forwarded to students’ Bond email account and must be monitored by the student.|
To access these services, log on to the Student Portal from the Bond University website as www.bond.edu.au
Assurance of learning
Assurance of Learning means that universities take responsibility for creating, monitoring and updating curriculum, teaching and assessment so that students graduate with the knowledge, skills and attributes they need for employability and/or further study.
At Bond University, we carefully develop subject and program outcomes to ensure that student learning in each subject contributes to the whole student experience. Students are encouraged to carefully read and consider subject and program outcomes as combined elements.
Program Learning Outcomes (PLOs)
Program Learning Outcomes provide a broad and measurable set of standards that incorporate a range of knowledge and skills that will be achieved on completion of the program. If you are undertaking this subject as part of a degree program, you should refer to the relevant degree program outcomes and graduate attributes as they relate to this subject.
Subject Learning Outcomes (SLOs)
On successful completion of this subject the learner will be able to:
- Analyse legal problems to identify corporations law issues and to explain those issues.
- Apply relevant aspects of corporations law to the facts of those problems.
- Design appropriate strategies to ensure their clients do not contravene corporations law or incur liability.
- Critique, reflect upon and evaluate the effectiveness of various corporations law rules and provisions.
- Communicate effectively orally and in writing.
- Review relevant legal rules and argue persuasively in a mooting context.
- Enhance students' ability to work with and analyse primary materials (eg, statutes and cases).
|*Class Participation||Tutorial participation||20%||Ongoing||1, 2, 3, 4, 5, 6, 7.|
|Moot||Moot||20%||Week 10||1, 2, 3, 4, 5, 6, 7.|
|Paper-based Examination (Limited Open)||End of semester examination||60%||Final Examination Period||1, 2, 3, 4, 5, 6, 7.|
- * Assessment timing is indicative of the week that the assessment is due or begins (where conducted over multiple weeks), and is based on the standard University academic calendar
- C = Students must reach a level of competency to successfully complete this assessment.
|High Distinction||85-100||Outstanding or exemplary performance in the following areas: interpretative ability; intellectual initiative in response to questions; mastery of the skills required by the subject, general levels of knowledge and analytic ability or clear thinking.|
|Distinction||75-84||Usually awarded to students whose performance goes well beyond the minimum requirements set for tasks required in assessment, and who perform well in most of the above areas.|
|Credit||65-74||Usually awarded to students whose performance is considered to go beyond the minimum requirements for work set for assessment. Assessable work is typically characterised by a strong performance in some of the capacities listed above.|
|Pass||50-64||Usually awarded to students whose performance meets the requirements set for work provided for assessment.|
|Fail||0-49||Usually awarded to students whose performance is not considered to meet the minimum requirements set for particular tasks. The fail grade may be a result of insufficient preparation, of inattention to assignment guidelines or lack of academic ability. A frequent cause of failure is lack of attention to subject or assignment guidelines.|
For the purposes of quality assurance, Bond University conducts an evaluation process to measure and document student assessment as evidence of the extent to which program and subject learning outcomes are achieved. Some examples of student work will be retained for potential research and quality auditing purposes only. Any student work used will be treated confidentially and no student grades will be affected.
Students must check the [email protected] subject site for detailed assessment information and submission procedures.
Policy on late submission and extensions
A late penalty will be applied to all overdue assessment tasks unless an extension is granted by the subject coordinator. The standard penalty will be 10% of marks awarded to that assessment per day late with no assessment to be accepted seven days after the due date. Where a student is granted an extension, the penalty of 10% per day late starts from the new due date.
Policy on plagiarism
University’s Academic Integrity Policy defines plagiarism as the act of misrepresenting as one’s own original work: another’s ideas, interpretations, words, or creative works; and/or one’s own previous ideas, interpretations, words, or creative work without acknowledging that it was used previously (i.e., self-plagiarism). The University considers the act of plagiarising to be a breach of the Student Conduct Code and, therefore, subject to the Discipline Regulations which provide for a range of penalties including the reduction of marks or grades, fines and suspension from the University.
Feedback on assessment
Feedback on assessment will be provided to students within two weeks of the assessment submission due date, as per the Assessment Policy.
Accessibility and Inclusion Support
If you have a disability, illness, injury or health condition that impacts your capacity to complete studies, exams or assessment tasks, it is important you let us know your special requirements, early in the semester. Students will need to make an application for support and submit it with recent, comprehensive documentation at an appointment with a Disability Officer. Students with a disability are encouraged to contact the Disability Office at the earliest possible time, to meet staff and learn about the services available to meet your specific needs. Please note that late notification or failure to disclose your disability can be to your disadvantage as the University cannot guarantee support under such circumstances.
Brief review of corporate law topics from BA and how Corps and BA fit together to cover the life cycle of a company; discussion of the purposes of a company, theoretical arguments regarding the same, and social and legal expectations of how companies should operate.
Including division of power within the company between its two major organs, the board of directors and the general meeting of shareholders; powers of directors; types of directors; how directors are appointed and resign; director disqualification.
Analysis of the statutory rules and case law regarding meetings of shareholders and of the board of directors.
Over four weeks, we undertake a detailed examination of directors' general law and statutory duties including the duties of care, good faith, and proper purpose; the duty to avoid insolvent trading; obligations regarding the duty to avoid conflicts of interest, etc.
Overview of general rules regarding shareholders, the corporate return of profits to shareholders via dividends, and the raising of debt capital via debentures. Also includes general discussion of fundraising, and introduction to security interests.
Topic includes the oppression remedy, statutory derivative actions, just and equitable winding up, statutory injunctions, introduction to class actions and shareholder activism.
Over two weeks, we examine receivership, voluntary administration, and liquidation (winding up). We also examine transactions that are voidable by liquidators during a winding up including unfair preferences, uncommercial transactions and unreasonable director-related transactions.
Time permitting, we may discuss insider trading and briefly discuss the regime governing takeovers.