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	Yes

Teaching staff

Coordinator	Olivia Dixon, olivia.dixon@sydney.edu.au

Assessment

The census date for this unit availability is 31 August 2026

Details
Criteria

Type	Description	Weight	Due	Length	Use of AI
Written exam	Final exam (60%) 2.5 hour final exam (+ 30 mins reading time)	60%	Formal exam period	2.5 hours	AI prohibited
Outcomes assessed:
Out-of-class quiz	Early Feedback Task (0%) Quiz	0%	Week 03 Due date: 21 Aug 2026 at 23:59	25 mins	AI allowed
Outcomes assessed:
Written test	In-semester test (40%) 1.5hr in-semester test (+30 mins reading time)	40%	Week 07 Due date: 18 Sep 2026 at 13:00	1.5 hours	AI prohibited
Outcomes assessed:
= early feedback task ?

Assessment summary

Early Feedback Task ("EFT") (0%): Students will complete an EFT of 10 multiple choice questions on foundational concepts covered in weeks 1-2 of the semester. The task will be available on Canvas from 9:00 am, Monday 17th August (Sydney, Australia time). Students must complete the task on Canvas before 11:59 pm, Friday 21 August (Sydney, Australia time). This task assesses students' developing skills in legal analysis.

In-Semester Test (40%): Students will complete an in-semester supervised written test: 1.5hr + 30 mins reading time. The test is open-book and will consist of 1 problem question. The test will cover material drawn from lectures 1-6 (inclusive). The task will require students to identify relevant legal issues, apply relevant statutory and general law principles, and present a reasoned written response addressing the client's position. The test will be held on 18 September at 1:00 pm. The assessment evaluates students' ability to analyse corporate law problems, apply legal reasoning to factual scenarios, and communicate advice clearly, accurately and persuasively in writing.

Final exam (60%): Students will complete a final exam during the formal Semester 2 exam period: 2.5hr + 30 mins reading time. The exam is open-book and will consist of 2 problem questions. All topics will be examinable. This exam evaluates students' ability to synthesise and apply corporate law knowledge, resolve complex legal problems, communicate clearly with a non-specialist client audience, and exercise professional judgment in framing legal advice.

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

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. As the EFT is an early diagnostic tool, this task is not included in the final grade for the unit.

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:

Late penalties do not apply to exams and tests.

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	Lecture 1: what is a company? why do companies exist? historical evolution and theoretical perspectives; regulatory overview; business structures; types of companies; who acts for the company?	Lecture (2 hr)
Week 01	Lecture 2: incorporation of the company; separate legal personality; introduction to corporate groups; limited liability; veil piercing; choosing a company type; sources of funding.	Lecture (2 hr)
Week 02	Lecture 3: what is the corporate constitution? sources of internal rules; corporate capacity and internal authority; legal effect of the constitution; amending the constitution; allocation of power: boards vs members	Lecture (2 hr)
	Lecture 4: how companies make decisions; general meetings (role, type of resolutions, procedure); directors' meetings (role, authority, procedure); informal decision making; procedural irregularities and validity	Lecture (2 hr)
	Tutorial 1: The corporate form - structure, personality and risk	Tutorial (2 hr)
Week 03	Lecture 5: who is a director; appointment of directors; types of directors in practice; defacto and shadow directors; removal and cessation of office; corporate officers; directors' access to corporate information	Lecture (2 hr)
Week 03	Tutorial 2: The constitution and corporate decision making - power, procedure and validity	Tutorial (2 hr)
Week 04	Lecture 6: how does a company enter into transactions? agency contracts; direct contracts; statutory assumptions	Lecture (2 hr)
Week 04	Tutorial 3: Directors and officers in practice - status, control and decision making	Tutorial (2 hr)
Week 05	Lecture 7: corporate liability in tort; corporate criminal liability	Lecture (2 hr)
Week 05	Tutorial 4: Corporate contracting - authority, execution and statutory assumptions	Tutorial (2 hr)
Week 07	Lecture 8: Directors' Duties Part I - the purpose of directors' duties; the structure of directors' duties; the duty of care, skill & diligence; statutory duty; business judgment rule; delegation and reliance	Lecture (2 hr)
Week 07	Tutorial 5: Corporate liability and attribution - tort and criminal liability	Tutorial (2 hr)
Week 08	Lecture 9: Directors' Duties Part II - introduction to fiduciary duties; transaction-based conflicts of interest; "secret profits" and corporate opportunities; statutory duties (misuse of position and information); disclosure of material personal interests; related party transactions	Lecture (2 hr)
Week 08	Tutorial 6: Duty of Care and the Business Judgment Rule	Tutorial (2 hr)
Week 10	Lecture 10: Directors' Duties Part III - good faith and best interests; proper purpose doctrine; statutory duty	Lecture (2 hr)
Week 10	Tutorial 7: Duty to avoid conflicts, "secret profits" and related party transactions	Tutorial (2 hr)
Week 11	Lecture 11: corporate insolvency overview; directors' duties to avoid insolvent trading; defenses to insolvent trading; civil penalty regime; general law remedies; ratification and waiver; standing to enforce CPP	Lecture (2 hr)
Week 11	Tutorial 8: Duty to act in good faith, for the benefit of the company and for a proper purpose	Tutorial (2 hr)
Week 12	Lecture 12: Members' remedies (oppression; winding up on just and equitable grounds; statutory derivative action; inspection of books)	Lecture (2 hr)
Week 12	Tutorial 9: Insolvent trading, defenses and ratification	Tutorial (2 hr)
Week 13	Lecture 13: Revision (optional)	Lecture (2 hr)
Week 13	Tutorial 10: Members' remedies; Completion of the student feedback survey for this unit of study	Tutorial (2 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. Critically analyse the fundamental and underlying rules, principles, concepts, governing corporations in Australia as well as the broader contexts in which corporate law operates.
LO2. Critically apply corporate law doctrine and evaluate competing interpretations using sound legal reasoning to resolve complex legal problems and reform proposals in Australian corporate law.
LO3. Evaluate ethical issues and professional responsibilities arising in corporate law, including obligations to clients, the legal system, the community, and the administration of justice.
LO4. Effectively communicate the results of sound, logically-structured corporate law advice, to both legal and non-legal audiences.

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 course has been restructured to provide students with a more intuitive progression of topics; to remove superfluous topics; and streamline assessment.

Additional information

Resources - Sydney Law Students

Disclaimer

Important: the University of Sydney regularly reviews units of study and reserves the right to change the units of study available annually. To stay up to date on available study options, including unit of study details and availability, refer to the relevant handbook.

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, 2026 [Normal day] - 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