General Information
Corporate Law is a compulsory subject in the Juris Doctor program offered by the Faculty of Law. The subject examines the law relating to registered companies, focusing on the formation, management, governance, financing, and dissolution of corporate entities, often drawing on comparative and transnational examples and themes. Specific topics include the incorporation process and the concept of corporate personality, the corporate constitution and replaceable rules, share capital and dividends, directors’ duties and defences, shareholders’ rights and remedies, and winding up of companies. Emphasis is placed on the development of the following skills: oral communication and advocacy, and legal ethics and professionalism.
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Details
Academic unit: Faculty of Law Subject code: LAWS75-310 Subject title: Corporate Law Subject level: Postgraduate Semester/Year: May 2019 Credit points: 10.000 -
Delivery & attendance
Timetable: https://bond.edu.au/timetable Delivery mode: Standard Workload items: - Lecture: x12 (Total hours: 24) - Weekly Lecture
- Tutorial: x12 (Total hours: 12) - Weekly tutorial
- Personal Study Hours: x12 (Total hours: 84) - Recommended Study Hours
Attendance and learning activities: -
Resources
Prescribed resources: Books
- Phillip Lipton, Abe Herzberg and Michelle Welsh (2018). Understanding Company Law. 19th, Lawbook Co
Others
- Farrar and Hanrahan (2017). Corporate Governance. LexisNexis
- Harris, Hargovan & Adams (2018). Australian Corporate Law, 6th ed. LexisNexis
- Bottomley, Hall, Spender and Nosworthy (2018). Contemporary Australian Corporate Law. Cambridge
- Austin and Ramsay (2018). Ford, Austin and Ramsay's Principles of Corporate Law. LexisNexis
- Redmond (2013). Corporations and Financial Markets Law, 6th Ed. Thomson Reuters
- Boros and Dun (2013). Corporate Law, 3rd ed. Oxford
- Ciro and Symes (2012). Corporations Law in Principle. Thomson Reuters
- Corkery (2017). Companies Law. Centre for Commercial Law
- Baxt, Fletcher and Fridman (2009). Corporations & Associations: Cases & Materials, 10th ed. LexisNexis
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: | LAWS75-310 |
Subject title: | Corporate Law |
Subject level: | Postgraduate |
Semester/Year: | May 2019 |
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: |
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: |
Nil |
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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. Assumed Prior Learning (or equivalent):
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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:
- Demonstrate advanced and integrated understanding of the following legal topics: the formation of registered corporations; the management of corporations; the governance of corporations; the financing of corporations; and the dissolution of corporations.
- Demonstrate competency in exercising the following skills at an intermediate level, with creativity, initiative and autonomy: oral communication and advocacy; and legal ethics and professionalism.
- Adhere to the highest standards of professionalism, including a commitment to: learning and working autonomously, accountably and reflectively; behaving ethically and responsibly; and managing time effectively and meeting deadlines.
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 (Open) End of Semester Examination 60% Final Examination Period 1,3 *Interview Skills Assessment - Oral communication and advocacy, and Legal ethics and professionalism 20% Week 9 1,2,3 *Class Participation Class Participation 20% Ongoing 1,3 - * 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 (Open) | End of Semester Examination | 60% | Final Examination Period | 1,3 |
*Interview | Skills Assessment - Oral communication and advocacy, and Legal ethics and professionalism | 20% | Week 9 | 1,2,3 |
*Class Participation | Class Participation | 20% | Ongoing | 1,3 |
- * 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
Subject curriculum
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1. Introduction
Historical development of company law. Regulatory framework. ASIC and its role and powers.
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2. Incorporation and its effects
Characteristics of a company. Separate legal personality. The registration process. Types of companies.
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3. Corporate constitution and replaceable rules
The corporate constitution. Replaceable rules. Effect of constitution. Replaceable rules as a contract.
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4. Promoters and outsiders
Promoters and their duties. Pre-registration contracts. Actual and apparent authority of the company's agents and officers. Corporate criminal liability.
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5. Debt, equity and fundraising
Corporate fundraising. Share capital. Debentures. Security Interests.
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6. Shareholders and dividends
Shareholders: becoming a member, transferability of shares, cessation of membership. Payment of dividends. Shareholder meetings.
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7. Directors and management
Definition and types of directors. Functions and powers of the board of directors. Board meetings. Appointment and removal of directors.
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8. Directors' duties and defences
Introduction of directors' duties. Duty to act in good faith and in the best interests of the company. Duty to act for a proper purpose.
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9. Directors' duties and defences
Types of conflict of interest at common law. Disclosure and its effects. Statutory duties relating to conflicts of interest.
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10. Directors' duties and defences
The duties of care, skill and diligence. The business judgement rule. Delegation and reliance. The duty to prevent insolvent trading.
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11. Rights and remedies of shareholders
Personal and derivative remedies. Statutory remedies.
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12. Winding up of companies
Corporate insolvency regimes. Voluntary administration. Receivership. Voluntary and involuntary winding up.