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Unit of study_

CLAW6002: Corporate Structures in Practice

Semester 1, 2022 [Normal day] - Camperdown/Darlington, Sydney

The corporation is the dominant structure adopted for business undertakings globally. This unit aims to demystify corporate regulation and its impact in the contemporary commercial context with a view to introducing students to the types of issues they will encounter in the real world of corporations. The unit reviews business structures (joint ventures, partnerships, trusts and companies) from a business perspective with a focus on the corporate form. The unit also examines the different options available for the conduct of businesses and the different stages of the corporate life cycle, including: how corporations are brought into existence and the characteristics attained upon incorporation; how corporations undertake certain activities (including entry into contracts, fundraising, issuing shares, paying dividends); how corporations are managed and power is distributed between participants, how the law places certain duties and obligations upon those who manage corporations; the consequences which may result from any breach of those duties and obligations; and managing corporations in financial distress, liquidation and de-registration. It takes an application-based approach which gives the unit a practical as opposed to theoretical orientation. Current issues in corporate regulation in Australia and internationally are discussed to provide students with an understanding of the types of issues which confront different types of corporations, and how these issues impact upon their management and the discharge of corporate responsibility.

Unit details and rules

Unit code CLAW6002
Academic unit
Credit points 6
Prohibitions
? 
None
Prerequisites
? 
CLAW5001
Corequisites
? 
None
Assumed knowledge
? 

None

Available to study abroad and exchange students

Yes

Teaching staff

Coordinator Ross Hodgson, ross.hodgson@sydney.edu.au
Type Description Weight Due Length
Final exam (Take-home short release) Type D final exam Take Home Exam
Written task
50% Formal exam period 3 hours
Outcomes assessed: LO1 LO2 LO3
Assignment Case Note
Case Note
20% Week 04
Due date: 18 Mar 2022 at 16:00

Closing date: 25 Mar 2022
800 words
Outcomes assessed: LO1 LO2 LO3
Assignment group assignment Executive Report
Report
30% Week 08
Due date: 14 Apr 2022 at 16:00

Closing date: 21 Apr 2022
2000 words
Outcomes assessed: LO1 LO2 LO3
group assignment = group assignment ?
Type D final exam = Type D final exam ?

Assessment summary

Case Note: As an executive of a business consultancy, you are to produce a Case Note detailing the facts and findings of a nominated Corporations Law judgment to provide general information for the consultancy’s clients.

Executive Report: This Report, based on the topics and principles studied in Lectures 1-6 (Weeks 1-6) inclusive, as well as in the Tutorial Questions for those lectures and in the set readings, is a group assessment designed for your team to demonstrate its ability to anticipate and recognise legal issues that realistically can be faced by companies and their professional advisors (eg. accountants, lawyers and business specialists), and to provide an advice regarding the legal issues raised in the scenario for consideration by a board of directors.

Final Exam: This final assessment is an open-book exam to be completed as a take home Turnitin submission during the formal Final Examinations period.  In this exam, all the topics studied in Lectures 7-12 (Weeks 7-12) inclusive are examinable (with knowledge of previous topics being assumed).

Detailed information for each assessment can be found on Canvas.

Assessment criteria

The University awards common result grades, set out in the Coursework Policy 2014 (Schedule 1).

As a general guide, a high distinction indicates work of an exceptional standard, a distinction a very high standard, a credit a good standard, and a pass an acceptable standard.

Result name

Mark range

Description

High distinction

85 - 100

Awarded when you demonstrate the learning outcomes for the unit at an exceptional standard, as defined by grade descriptors or exemplars outlined by your faculty or school. 

Distinction

75 - 84

Awarded when you demonstrate the learning outcomes for the unit at a very high standard, as defined by grade descriptors or exemplars outlined by your faculty or school.

Credit

65 - 74

Awarded when you demonstrate the learning outcomes for the unit at a good standard, as defined by grade descriptors or exemplars outlined by your faculty or school.

Pass

50 - 64

Awarded when you demonstrate the learning outcomes for the unit at an acceptable standard, as defined by grade descriptors or exemplars outlined by your faculty or school. 

Fail

0 - 49

When you don’t meet the learning outcomes of the unit to a satisfactory standard.

For more information see sydney.edu.au/students/guide-to-grades.

For more information see guide to grades.

Late submission

In accordance with University policy, these penalties apply when written work is submitted after 11:59pm on the due date:

  • Deduction of 5% of the maximum mark for each calendar day after the due date.
  • After ten calendar days late, a mark of zero will be awarded.

This unit has an exception to the standard University policy or supplementary information has been provided by the unit coordinator. This information is displayed below:

Detailed information on late penalties will be provided in the instructions for each assessment.

Academic integrity

The Current Student website  provides information on academic integrity and the resources available to all students. The University expects students and staff to act ethically and honestly and will treat all allegations of academic integrity breaches seriously.  

We use similarity detection software to detect potential instances of plagiarism or other forms of academic integrity breach. If such matches indicate evidence of plagiarism or other forms of academic integrity breaches, your teacher is required to report your work for further investigation.

You may only use artificial intelligence and writing assistance tools in assessment tasks if you are permitted to by your unit coordinator, and if you do use them, you must also acknowledge this in your work, either in a footnote or an acknowledgement section.

Studiosity is permitted for postgraduate units unless otherwise indicated by the unit coordinator. The use of this service must be acknowledged in your submission.

Simple extensions

If you encounter a problem submitting your work on time, you may be able to apply for an extension of five calendar days through a simple extension.  The application process will be different depending on the type of assessment and extensions cannot be granted for some assessment types like exams.

Special consideration

If exceptional circumstances mean you can’t complete an assessment, you need consideration for a longer period of time, or if you have essential commitments which impact your performance in an assessment, you may be eligible for special consideration or special arrangements.

Special consideration applications will not be affected by a simple extension application.

Using AI responsibly

Co-created with students, AI in Education includes lots of helpful examples of how students use generative AI tools to support their learning. It explains how generative AI works, the different tools available and how to use them responsibly and productively.

WK Topic Learning activity Learning outcomes
Week 01 Introduction to Corporations Law, Incorporation and Companies Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 02 1. Company constitution; 2. Corporate governance; 3. Financial reporting Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 03 Directors, other officers and members Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 04 1. Shareholders' meetings; 2. Shares and dividends Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 05 1. Equity financing; 2. Debt financing Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 06 Corporate liability in crime, tort and contract Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 07 Duty of care and diligence Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 08 Duty of good faith in the best interests of the company and for a proper purpose Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 09 Duty regarding conflicts of interest and of disclosure Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 10 1. Insolvency; 2. Duty to prevent insolvent trading Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 11 1. Consequences and remedies for breach of duties; 2. Exoneration and relief for breach of duties Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 12 Members' actions and rights Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 13 Review and revision Lecture and tutorial (3 hr) LO1 LO2 LO3
Week 14 (STUVAC) STUVAC Independent study (3 hr)  

Attendance and class requirements

Lecture recordings: For each week, the Lecture and one of the Workshops will be recorded and subsequently will be available on Canvas for student use. Please note the Business School does not own the system and cannot guarantee that the system will operate or that every class will be recorded. Students should ensure they attend and participate in all classes.

Study commitment

Typically, there is a minimum expectation of 1.5-2 hours of student effort per week per credit point for units of study offered over a full semester. For a 6 credit point unit, this equates to roughly 120-150 hours of student effort in total.

Required readings

Textbook – prescribed and required (e-copy or hard copy):

  • Lipton, Herzberg and Welsh, Understanding Company Law, 21st Edition, Thomson Reuters, 2022.

The legislation and case law available online from authorised or reliable sources will be sufficient for this Unit, for example:

Due to the regular and substantial changes that occur in this area of the law, only current editions of these resources should be used (the Textbook will be updated as necessary in the Unit materials).

Learning outcomes are what students know, understand and are able to do on completion of a unit of study. They are aligned with the University's graduate qualities and are assessed as part of the curriculum.

At the completion of this unit, you should be able to:

  • LO1. identify and analyse legal issues relating to corporations, particularly companies limited by shares, arising from given fact situations and professional contexts
  • LO2. resolve corporations law issues by applying the relevant law, evaluating the possible solutions and developing coherent arguments to support conclusions
  • LO3. communicate about relevant corporations law topics, orally and in writing, to a professional standard.

Graduate qualities

The graduate qualities are the qualities and skills that all University of Sydney graduates must demonstrate on successful completion of an award course. As a future Sydney graduate, the set of qualities have been designed to equip you for the contemporary world.

GQ1 Depth of disciplinary expertise

Deep disciplinary expertise is the ability to integrate and rigorously apply knowledge, understanding and skills of a recognised discipline defined by scholarly activity, as well as familiarity with evolving practice of the discipline.

GQ2 Critical thinking and problem solving

Critical thinking and problem solving are the questioning of ideas, evidence and assumptions in order to propose and evaluate hypotheses or alternative arguments before formulating a conclusion or a solution to an identified problem.

GQ3 Oral and written communication

Effective communication, in both oral and written form, is the clear exchange of meaning in a manner that is appropriate to audience and context.

GQ4 Information and digital literacy

Information and digital literacy is the ability to locate, interpret, evaluate, manage, adapt, integrate, create and convey information using appropriate resources, tools and strategies.

GQ5 Inventiveness

Generating novel ideas and solutions.

GQ6 Cultural competence

Cultural Competence is the ability to actively, ethically, respectfully, and successfully engage across and between cultures. In the Australian context, this includes and celebrates Aboriginal and Torres Strait Islander cultures, knowledge systems, and a mature understanding of contemporary issues.

GQ7 Interdisciplinary effectiveness

Interdisciplinary effectiveness is the integration and synthesis of multiple viewpoints and practices, working effectively across disciplinary boundaries.

GQ8 Integrated professional, ethical, and personal identity

An integrated professional, ethical and personal identity is understanding the interaction between one’s personal and professional selves in an ethical context.

GQ9 Influence

Engaging others in a process, idea or vision.

Outcome map

Learning outcomes Graduate qualities
GQ1 GQ2 GQ3 GQ4 GQ5 GQ6 GQ7 GQ8 GQ9
LO1         
LO2         
LO3         

This section outlines changes made to this unit following staff and student reviews.

No changes have been made since this unit was last offered.

Disclaimer

The University reserves the right to amend units of study or no longer offer certain units, including where there are low enrolment numbers.

To help you understand common terms that we use at the University, we offer an online glossary.