Outline

Overview

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

Academic unit	Law
Credit points	6
Prerequisites ?	LAWS5002 or LAWS5020
Corequisites ?	None
Prohibitions ?	LAWS2014
Assumed knowledge ?	LAWS5008
Available to study abroad and exchange students	No

Teaching staff

Coordinator	Jason Harris, jason.harris@sydney.edu.au
Lecturer(s)	Bill Hundy, william.hundy@sydney.edu.au

Assessment

The census date for this unit availability is 1 September 2025

Details
Criteria

Type	Description	Weight	Due	Length	Use of AI
Written exam ?	Final exam (50%) 2.5 hour final exam (+ 30 mins reading time)	50%	Formal exam period	2.5 hours	AI prohibited
Outcomes assessed:
Practical skill	Group Work In-Class Assessment (10%) 2 group work tasks in class	10%	Multiple weeks	500 words / 30 mins per task	AI allowed
Outcomes assessed:
Written work	Group Work Task Reflection (15%) Reflection on individual performance in group work	15%	Multiple weeks Closing date: 31 Oct 2025	500 words / 1 week	AI allowed
Outcomes assessed:
Out-of-class quiz	Early Feedback Task (5%) Quiz	5%	Week 02 Due date: 11 Aug 2025 at 18:00 Closing date: 18 Aug 2025	15 mins	AI allowed
Outcomes assessed:
Written test ?	In-semester test (20%) 1.5hr in-semester test (+30 mins reading time)	20%	Week 07 Due date: 19 Sep 2025 at 17:00	1.5 hours	AI prohibited
Outcomes assessed:
= group assignment ?

Assessment summary

Eary feedback task (5%): This unit includes an Early Feedback Task (#earlyfeedbacktask) that is designed to provide students with timely insights into their understanding and engagement with the unit content. The Early Feedback Task in this unit is a multiple-choice online assessment drawing on material from the first lecture. The task will be available on Canvas from 8 August 9am to 11 August 6pm, Sydney Australia time. Students will be provided with immediate automated feedback upon completion of the task.

Group work in-class assessment (10%): Students will undertake 2 group work tasks within seminars. The first task will be a drafting exercise in seminar 4 and the second will be a letter of advice in seminar 9. The task will take approximately 30 minutes and students will work in pre-assigned groups. The task will be drawn from material to be discussed in that seminar. All students in the group will receive the same mark. The tasks will be undertaken on students’ laptops and will be submitted during class.

Group work task reflection (15%): Students will prepare an individual written reflection on their individual performance in each of the group work in class assessment tasks. These will be due 1 week after their group task. The first reflection will be worth 5 marks and the second reflection will be work 10 marks. Students will need to discuss on their preparation for the seminar, how they approached the task working within their group and share their reflections on the group work and what they learned from the task.

In-semester test (20%): Students will complete an in-semester supervised written test: 1.5hr + 30 min reading time. The test will be held on 19 September 2025, commencing at 5pm. The test will consist of one problem question. The test will cover material drawn from classes 1-6 (inclusive).

Final exam (50%): Students will undertake a supervised final written exam (2.5hrs + 30 mins reading time) involving two problem questions (both compulsory). All topics will be examinable. The exam will be conducted during the formal exam period.

Word limit 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 all footnotes and any bibliography (if required), and exclude acknowledgements of assistance from editors, automated writing tools or generative AI (where use is permitted).

Special consideration: Successful grants of Special Consideration may involve alternative tasks, as appropriate.

Referencing: The Sydney Law School expects you to use the Australian Guide to Legal Citation (4th edition, 2018) for your footnoting style, although you should confirm this with your lecturer. A link to the library website where this is set out comprehensively is available at Referencing and Citation Styles: AGLC4.

Assessment requirements to pass a unit of study: A student must make a genuine attempt at all assessment tasks set out in this Unit of Study in order to obtain a Pass mark and grade (or above); otherwise an Absent Fail grade will be recorded as the student’s result for this Unit of Study.

Assessment criteria

The University awards common result grades, set out in the Coursework Policy 2021 (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 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.

Use of generative artificial intelligence (AI)

You can use generative AI tools for open assessments. Restrictions on AI use apply to secure, supervised assessments used to confirm if students have met specific learning outcomes.

Refer to the assessment table above to see if AI is allowed, for assessments in this unit and check Canvas for full instructions on assessment tasks and AI use.

If you use AI, you must always acknowledge it. Misusing AI may lead to a breach of the Academic Integrity Policy.

Visit the Current Students website for more information on AI in assessments, including details on how to acknowledge its use.

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, without an approved extension, will attract a penalty of 10% of the total marks available for the piece of assessment per 24 hours or part thereof, after the due time on the due date. For example, a submission after the due time specified in the assessment summary but before the same time the following day will attract a 10% penalty. Penalties for late submission will be applied strictly. Late penalties do not apply to exams and tests and any late submission will not be accepted.

Academic integrity

The University expects students to act ethically and honestly and will treat all allegations of academic integrity breaches seriously.

Our website provides information on academic integrity and the resources available to all students. This includes advice on how to avoid common breaches of academic integrity. Ensure that you have completed the Academic Honesty Education Module (AHEM) which is mandatory for all commencing coursework students

Penalties for serious breaches can significantly impact your studies and your career after graduation. It is important that you speak with your unit coordinator if you need help with completing assessments.

Visit the Current Students website for more information on AI in assessments, including details on how to acknowledge its use.

Learning support

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.

Support for students

The Support for Students Policy reflects the University’s commitment to supporting students in their academic journey and making the University safe for students. It is important that you read and understand this policy so that you are familiar with the range of support services available to you and understand how to engage with them.

The University uses email as its primary source of communication with students who need support under the Support for Students Policy. Make sure you check your University email regularly and respond to any communications received from the University.

Learning resources and detailed information about weekly assessment and learning activities can be accessed via Canvas. It is essential that you visit your unit of study Canvas site to ensure you are up to date with all of your tasks.

If you are having difficulties completing your studies, or are feeling unsure about your progress, we are here to help. You can access the support services offered by the University at any time:

Support and Services (including health and wellbeing services, financial support and learning support)
Course planning and administration
Meet with an Academic Adviser

Weekly schedule

WK	Topic	Learning activity
Week 01	Class 1: History and theory; business structures; setting up a company	Seminar (3 hr)
Week 02	Class 2: Capital structure and corporate fundraising	Seminar (3 hr)
Week 03	Class 3: Corporate personality and limited liability	Seminar (3 hr)
Week 04	Class 4: Corporate constitution; corporate decision making organs	Seminar (3 hr)
Week 05	Class 5: Company meetings; Introducing directors and officers	Seminar (3 hr)
Week 06	Class 6: Corporate liability in contract; 3rd party statutory assumptions	Seminar (3 hr)
Week 07	Class 7: Corporate liability in tort and corporate criminal liability	Seminar (3 hr)
Week 08	Class 8: Directors’ and officers’ duties 1: good faith and proper purpose; no profit rule	Seminar (3 hr)
Week 09	Class 9: Directors’ and officers’ duties 2: no conflict rule; statutory duties	Seminar (3 hr)
Week 10	Class 10: Directors’ and officers’ duties 3: the duty of care, skill and diligence; the BJR	Seminar (3 hr)
Week 11	Class 11: Corporate insolvency over view and insolvent trading	Seminar (3 hr)
Week 12	Class 12: Members' remedies	Seminar (3 hr)
Week 13	Class 13: Revision	Seminar (3 hr)

Attendance and class requirements

Attendance: All students are required to attend 70% of classes except lectures to satisfy the pass requirements for this unit. Failure to meet this requirement will result in an Absent Fail grade being recorded as the student’s result for this unit (see The University of Sydney Law School Resolutions: Coursework Awards cl 11).

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

Students may use any one or more of the following resources:

Textbook: Bottomley, Hall, Spender, Nosworthy, Contemporary Australian Corporate Law, 2nd ed, 2021 (Cambridge University Press)

Casebook: Aoun, Armson, Dixon, Nehme, Redmond's Corporations and Financial Markets Law, 8th ed, 2022 (Thomson Reuters)

Casebook: Harris and Peters, Company Law: Theories, Principles and Applications, 3rd ed, 2023 (LexisNexis)

Students will also be expected to have access to:

Corporations Act 2001 (Cth) (“CA”) and Australian Securities & Investments Commission Act 2001 (Cth) (“ASIC Act”).
For some classes, required readings will be drawn from other books or articles, which will be hyperlinked by the library on the Reading List page on Canvas.
The Learning Guide containing the list of readings will be available on the Canvas site.

Learning outcomes

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.

Outcomes
Graduate qualities

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

LO1. An advanced and integrated understanding of the fundamental and underlying rules, principles, concepts, and practices of corporate law that apply in Australia and the many broader contexts in which corporate law operates and develops through engagement with class activities and in completing written assessment tasks.
LO2. An advanced ability to identify, analyse, and respond critically and creatively to legal questions by applying and integrating knowledges, reasoning, and research relevant to Australian corporate law through engagement with class activities and in completing written assessment tasks.
LO3. An advanced understanding of respectful and ethical conduct, and an ability to recognise and reflect upon their responsibilities to the profession, the legal system, the community, and the pursuit of justice through a consideration and discussion of common corporate law scenarios in class activities and in completing written assessment tasks.
LO4. An advanced ability to work independently and collaboratively as appropriate, and to communicate with diverse legal and non-legal audiences in ways that are effective, respectful, and persuasive through class discussions and in preparation for class activities and assessment tasks.

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
Learning outcomes

Responding to student feedback

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

The tutorial assessment has been changed to include more opportunities for feedback within tutorials and seminars.

Additional information

Resources - Sydney Law 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.

Current students

Overview

Overview

Unit details and rules

Teaching staff

Assessment

Assessment

Assessment summary

Assessment criteria

Use of generative artificial intelligence (AI)

Late submission

Academic integrity

Learning support

Learning support

Simple extensions

Special consideration

Using AI responsibly

Support for students

Weekly schedule

Weekly schedule

Attendance and class requirements

Study commitment

Required readings

Learning outcomes

Learning outcomes

Graduate qualities

Outcome map

Responding to student feedback

Responding to student feedback

Additional information

Additional information

Disclaimer

On this page

Useful links

LAWS5014: Corporations Law

Semester 2, 2025 [Normal evening] - Camperdown/Darlington, Sydney

Overview

Overview

Unit details and rules

Teaching staff

Assessment

Assessment

Assessment summary

Assessment criteria

Use of generative artificial intelligence (AI)

Late submission

Academic integrity

Learning support

Learning support

Simple extensions

Special consideration

Using AI responsibly

Support for students

Weekly schedule

Weekly schedule

Attendance and class requirements

Study commitment

Required readings

Learning outcomes

Learning outcomes

Graduate qualities

Outcome map

Responding to student feedback

Responding to student feedback

Additional information

Additional information

Disclaimer

On this page

Useful links