Unit outline_

LAWS6810: Fundamentals of Corporate Law

Semester 2b, 2025 [Block mode] - Camperdown/Darlington, Sydney

This unit is designed for those wishing to pursue postgraduate study involving aspects of corporate law, but who lack the required previous exposure to the subject. As our postgraduate units in corporate law are generally specialised and taught at an advanced level, those wishing to enrol in such units but who have not studied corporate law in a law school environment should undertake this unit. The unit focuses on the fundamental principles of law applying to public and proprietary companies. It starts with a brief history of the development of the corporate form and the evolution of Australian corporate law, before examining a range of core topics, such as the nature of corporate personality, the incorporation process, corporate constitution and governance rules, and shareholder rights and remedies. Refer to the Sydney Law School timetable - https://canvas.sydney.edu.au/courses/4533/pages/postgraduate-lecture-timetable

Unit details and rules

Academic unit Law
Credit points 6
Prerequisites
? 
None
Corequisites
? 
None
Prohibitions
? 
LAWS2014 or LAWS5014 or students who have undertaken the equivalent of Corporations Law in Australia within the last 5 years
Assumed knowledge
? 

None

Available to study abroad and exchange students

No

Teaching staff

Coordinator Olivia Dixon, olivia.dixon@sydney.edu.au
The census date for this unit availability is 3 October 2025
Type Description Weight Due Length Use of AI
Written exam
? 
Final Exam (60%)
2.5 hours writing time plus 30 mins reading time
60% October exam week 2.5 hours AI prohibited
Outcomes assessed: LO1 LO2 LO3 LO4 LO5
In-class quiz In-Class Quiz 1 (20%)
In-class multiple choice quizzes. Pen and paper only.
20% Week 01
Due date: 19 Sep 2025 at 09:00
30 multiple choice questions. 30 minutes AI allowed
Outcomes assessed: LO1 LO2 LO3 LO5
In-class quiz In-Class Quiz 2 (20%)
In-class multiple choice quizzes. Pen and paper only
20% Week 02
Due date: 26 Sep 2025 at 09:00
30 multiple choice questions. 30 minutes AI allowed
Outcomes assessed: LO1 LO2 LO3 LO5

Assessment summary

In-Class Quiz 1 & 2 (20% each quiz): Two in-class quizzes will be provided, the first at 9.00 am on Day 2 ("Quiz 1"), the second at 9.00am on Day 4 ("Quiz 2"). Each quiz will be completed via pen and paper and will be 30 multiple choice questions. Students will have 30 minutes to complete the quiz.  The quizzes are closed book. No devices are permitted. Quiz 1 will cover topics learnt on Day 1. Quiz 2 will cover topics learnt on Days 2 and 3. Each quiz is worth 20% of your final grade. If a student misses a quiz, and is granted Special Consideration, alternative assessment will be provided in the form of an in-person, closed-book, viva voce (oral exam) covering the same content as the missed quiz.

Quiz 1 will be held on Friday 19 September 2025 at 9.00am. Quiz 2 will be held on Friday 26 September 2025 at 9.00am (Sydney, Australia time).

Final Exam (60%): The exam will be 2.5 hours plus 30 minutes reading time.  The subject matter will relate to content covered throughout the entire unit. It will focus on problem questions similar to those that we will practice in class each day.

The supervised final exam will take place on-campus during the October Intensive exam week of 13 October – 18 October. The exam timetable will be released by the Exams Office in due course. For further information, please refer to Exam Timetables. 

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. 

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.

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 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.

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 quizzes 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.

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

WK Topic Learning activity Learning outcomes
Week 01 1. Introduction to corporate law; 2. Corporate personality; 3. Corporate constitution Seminar (6.5 hr) LO1 LO2 LO3 LO4 LO5
1. Division of power between corporate organ; 2. Binding the corporation Seminar (6.5 hr) LO1 LO2 LO3 LO4 LO5
Week 02 Directors’ duties Seminar (6.5 hr) LO1 LO2 LO3 LO4 LO5
Directors’ duties Seminar (6.5 hr) LO1 LO2 LO3 LO4 LO5

Attendance and class requirements

Attendance: All students are required to attend 100% of classes 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

  • Fady Aoun, Emma Armson, Olivia Dixon & Marina Nehme, Redmond's Corporations and Financial Markets Law (8th ed, Thomson LBC, 2023) (“Redmond”).
  • Corporations Act 2001 (Cth) 

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. Critically evaluate key concepts and principles of corporate law in relation to their impact on public and proprietary companies.
  • LO2. Interpret and assess legislative frameworks and policy considerations in core areas of corporate law, with attention to evolving regulatory contexts.
  • LO3. Integrate and synthesise corporate law principles, legislative rules, and policies to address complex legal questions in corporate settings.
  • LO4. Apply advanced legal reasoning to novel corporate law scenarios, resolving complex issues and anticipating potential risks.
  • LO5. Communicate complex legal analysis and conclusions clearly and effectively, adapting the style and method for diverse professional 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
GQ1 GQ2 GQ3 GQ4 GQ5 GQ6 GQ7 GQ8 GQ9

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

The short-release assignment has been changed to an exam. The assessment has been updated in line with the new assessment framework.

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.