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Unit of study_

LAWS5014: Corporations Law

Semester 2, 2020 [Normal evening] - Camperdown/Darlington, Sydney

This unit of study examines the law affecting modern business corporations operating in Australia. It examines corporate law, the regulation of markets in corporate securities and the current Australian regulatory environment. Topics examined include corporate formation and the consequences of the company as an entity with its own personality, regulating the internal functioning of companies including the operation of the company's constitution and the role and duties of corporate directors to the company and its members, the rights and remedies available to shareholders to protect their investment, the authority of corporate officers and the responsibility of companies to outsiders for their actions, financing the company's operations through debt and equity, the external administration of companies in financial distress, winding up and deregistering companies, and regulating on-market and off-market transactions in corporate securities. We will evaluate current rules and doctrines, as well as proposals for their reform, in light of the economic and social policy considerations influencing their design and functioning.

Unit details and rules

Unit code LAWS5014
Academic unit Law
Credit points 6
Prohibitions
? 
LAWS2003 or LAWS2014
Prerequisites
? 
None
Corequisites
? 
None
Assumed knowledge
? 

None

Available to study abroad and exchange students

No

Teaching staff

Coordinator Jason Harris, jason.harris@sydney.edu.au
Type Description Weight Due Length
Final exam (Take-home short release) Type D final exam hurdle task Final take-home exam
3 hour final take-home exam (+ 30 mins reading)
70% Formal exam period 3 hours
Outcomes assessed: LO1 LO2 LO3
Assignment hurdle task Problem question assignment (30%)
Problem question based on materials in seminars 1-6.
30% Week 07
Due date: 12 Oct 2020 at 23:59
1800 words
Outcomes assessed: LO1 LO2 LO3
hurdle task = hurdle task ?
Type D final exam = Type D final exam ?

Assessment summary

  • Mid-semester problem question assignment (30%): This will be based on the materials covered in weeks 1 to 6. It is not a research essay and no additional research is required beyond the materials used in this course. 
  • Final take-home exam 70%): The final exam is a 3 hour take-home with 30 minutes reading time.   All of the material in the course is examinable, although the emphasis is on the materials covered in weeks 7 to 13. 

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

  • Completely answers the question.
  • Contains striking originality of approach or analysis.
  • Demonstrates exhaustive or innovative research (where independent research required).
  • Exceptionally well written, structured and expressed.
  • Is otherwise exceptional in some way.

Distinction

75 - 84

  • Completely answers the question.
  • Achieves a critical and evaluative approach to the issues.
  • Content and structure is well organised in support of the argument.
  • Demonstrates extensive research and analysis to support a well-documented argument.
  • Generally well expressed and free from errors.
  • Has a clear structure and is well articulated.

Credit

65 - 74

  • Covers main issues fairly well in answering the question.
  • Contains no significant errors.
  • Demonstrates an attempted critical approach to the issues.
  • Demonstrates reasonably sound research and analysis in addressing the key issues.
  • Has a clear structure and reasonably clear expression.

Pass

50 - 64

  • Identifies the key issues, but does not follow through with a reasoned argument.
  • Contains some significant errors.
  • Displays satisfactory engagement with the key issues.
  • Offers a descriptive summary of material relevant to the question.
  • Superficial use of material, and may display a tendency to paraphrase.
  • Demonstrates little evidence of in-depth research or analysis.
  • Adequate expression.
  • Overall, demonstrates the minimum level of competence in the assessment and satisfies the requirements to proceed to higher-level studies in the degree or subject area.

Fail

0 - 49

  • Does not answer the question.
  • Contains significant or numerous errors.
  • Few or no identifiable arguments.
  • Content that is inappropriate or irrelevant.
  • Lack of research or analysis.
  • Difficult or impossible to understand through poor grammar, expression or structure.
  • Overall, does not demonstrate the minimum level of competence in the assessment.

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:

The late submission of a piece of assessment, which has not been granted an extension (informal or via the special consideration system), will attract a penalty of 10% of the total marks available for the piece of assessment per calendar day or part thereof. A piece of assessment which exceeds the prescribed word limit will attract a penalty of 10% of the total marks available for the piece of assessment for every 100 words, or part thereof, over the limit.

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
Pre-semester Insolvency Online class (3 hr) LO1 LO2 LO3
Week 01 Introduction and formation Seminar (3 hr) LO1 LO2
Week 02 Fundraising Seminar (3 hr) LO1 LO2 LO3
Week 03 Corporate personality, limited liability, and piercing the veil Seminar (3 hr) LO1 LO2 LO3
Week 04 Corporate constitution Seminar (3 hr) LO1 LO2 LO3
Week 05 Corporate decision making organs and members meetings Seminar (3 hr) LO1 LO2 LO3
Week 06 General and statutory civil liability in contract Seminar (3 hr) LO1 LO2 LO3
Week 07 Tortious liability and corporate criminal liability Seminar (3 hr) LO1 LO2 LO3
Week 08 Directors’ and officers’ (D&O) duties 1 Seminar (3 hr) LO1 LO2 LO3
Week 09 Directors’ and officers’ (D&O) duties 2 Seminar (3 hr) LO1 LO2 LO3
Week 10 Directors’ and officers’ (D&O) duties 3 Seminar (3 hr) LO1 LO2 LO3
Week 11 Members' rights and remedies Seminar (3 hr) LO1 LO2 LO3
Week 12 Revision and exam preparation Seminar (3 hr) LO1 LO2 LO3

Attendance and class requirements

  • Referencing guide: The Sydney Law School expects you to use the most recent version of the Australian Guide to Legal Citation (4th edition, 2018) for your footnoting style, although you should confirm this with your lecturer, and a link to the website where this is set out comprehensively is available at About the Australian Guide to Legal Citation (AGLC).
  • Word count penalty: A piece of assessment which exceeds the prescribed word limit will attract a penalty of 10% of the total marks available for the piece of assessment for every 100 words, or part thereof.  The total word count for essay and other written assessments will exclude: bibliography; footnote numbers; footnote citation; cover page and include: body text; headings and sub-headings; quotations; anything other than numbers and citations in footnotes.

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

All readings for this unit can be accessed through the Library eReserve, available on Canvas.

  • Paul Redmond AM, Corporations and Financial Markets Law (7th ed, Thomson Reuters LBC, 2017) (“Redmond”).
  • Corporations Act 2001 (Cth) (“CA”) and Australian Securities & Investments Commission Act 2001 (Cth) (“ASIC Act”).

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. understand and apply the key concepts and principles of corporate law to common scenarios through discussion and evaluation of hypothetical problems discussed in class
  • LO2. critically assess the operation of legislation and policy in the core areas of corporate law through consideration of different stakeholder perspectives
  • LO3. critically evaluate the development of corporate law taking into account values of diversity, culture and gender

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

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

This unit has been revised by reducing some of the topics following consultation with staff and students.

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.