General Information
Corporations Law is a compulsory subject in the Bachelor of Laws 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.
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Details
Academic unit: Faculty of Law Subject code: LAWS11-316 Subject title: Corporations Law Subject level: Undergraduate Semester/Year: January 2020 Credit points: 10.000 -
Delivery & attendance
Timetable: https://bond.edu.au/timetable Delivery mode: Standard Workload items: - Seminar: x12 (Total hours: 36) - Weekly Seminar
- Personal Study Hours: x12 (Total hours: 84) - Recommended Study Hours
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. -
Resources
Prescribed resources: Books
- (2018). Understanding Company Law. 19th,
- (2018). CORPORATIONS LEGISLATION 2018. n/a,
Others
- Wong, Baumfield, et al (2017). Company Law: An Interactive Approach. Wiley
- Farrar and Hanrahan (2017). Corporate Governance. LexisNexis
- Hanrahan, Ramsay, etc (2013). Commercial Applications of Company Law, 14th ed. CCH
- Harris, Hargovan & Adams (2016). Australian Corporate Law, 4th ed. LexisNexis
- Austin and Ramsay (2015). Ford, Austin and Ramsay's Principles of Corporations Law, 16th Ed. LexisNexis
- Redmond (2013). Corporations and Financial Markets Law, 6th Ed. Thomson Reuters
- Boros and Dun (2013). Corporate Law, 3d ed. Oxford
- Ciro and Symes (2012). Corporations Law in Principle. Thomson Reuters
- Corkery (2017). Companies Law. Centre for Commercial Law
iLearn@Bond & Email: iLearn@Bond 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
Academic unit: | Faculty of Law |
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Subject code: | LAWS11-316 |
Subject title: | Corporations Law |
Subject level: | Undergraduate |
Semester/Year: | January 2020 |
Credit points: | 10.000 |
Timetable: | https://bond.edu.au/timetable |
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Delivery mode: | Standard |
Workload items: |
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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: | Books
Others
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iLearn@Bond & Email: | iLearn@Bond 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 |
Enrolment requirements
Requisites: |
Pre-requisites:Co-requisites:There are no co-requisites |
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Assumed knowledge: |
Assumed knowledge is the minimum level of knowledge of a subject area that students are assumed to have acquired through previous study. It is the responsibility of students to ensure they meet the assumed knowledge expectations of the subject. Students who do not possess this prior knowledge are strongly recommended against enrolling and do so at their own risk. No concessions will be made for students’ lack of prior knowledge.
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Restrictions: |
Nil |
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.
- Have ability to work with and analyse primary materials (eg, statutes and cases).
Generative Artificial Intelligence in Assessment
The University acknowledges that Generative Artificial Intelligence (Gen-AI) tools are an important facet of contemporary life. Their use in assessment is considered in line with students’ development of the skills and knowledge which demonstrate learning outcomes and underpin study and career success. Instructions on the use of Gen-AI are given for each assessment task; it is your responsibility to adhere to these instructions.
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Assessment details
Type Task % Timing* Outcomes assessed Paper-based Examination (Limited Open) End of semester examination 60% Final Examination Period 1,2,3,4,5,7 Presentation Moot 20% Week 10 1,2,3,4,5,6,7 *Class Participation Tutorial participation 20% Ongoing 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.
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Assessment criteria
Assessment criteria
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. Quality assurance
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.
Type | Task | % | Timing* | Outcomes assessed |
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Paper-based Examination (Limited Open) | End of semester examination | 60% | Final Examination Period | 1,2,3,4,5,7 |
Presentation | Moot | 20% | Week 10 | 1,2,3,4,5,6,7 |
*Class Participation | Tutorial participation | 20% | Ongoing | 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.
Assessment criteria
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. |
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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. |
Quality assurance
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.
Study Information
Submission procedures
Students must check the iLearn@Bond 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.
Academic Integrity
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.
Bond University utilises Originality Reporting software to inform academic integrity.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.
Additional subject information
Students may be asked to respond to questions from the subject coordinator regarding the content of their assessments. Students are expected to keep evidence of drafting and research.
Subject curriculum
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1. Introduction; Corporate Social Responsibility
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.
SLOs included
- Analyse legal problems to identify corporations law issues and to explain those issues.
- Critique, reflect upon and evaluate the effectiveness of various corporations law rules and provisions.
- Communicate effectively orally and in writing.
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2. Directors
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.
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3. Meetings
Analysis of the statutory rules and case law regarding meetings of shareholders and of the board of directors.
SLOs included
- 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.
- Have ability to work with and analyse primary materials (eg, statutes and cases).
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4. Directors' Duties
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.
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5. Membership, Dividends and Debentures
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.
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6. Shareholders' Remedies
Topic includes the oppression remedy, statutory derivative actions, just and equitable winding up, statutory injunctions, introduction to class actions and shareholder activism.
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7. Corporate Insolvency
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.
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8. Other miscellaneous topics
Time permitting, we may discuss insider trading and briefly discuss the regime governing takeovers.