Outline

Overview

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

Assessment

The census date for this unit availability is 31 March 2026

Details
Criteria

Type	Description	Weight	Due	Length	Use of AI
Written exam	Final Exam (60%) Final exam with problem based questions; 2.5 hours writing time; 30 mins reading time.	60%	Formal exam period	2.5 hours	AI prohibited
Outcomes assessed:
Out-of-class quiz	Early feedback task (0%) multiple choice quiz	0%	Week 03 Due date: 13 Mar 2026 at 23:59	20 minutes	AI allowed
Outcomes assessed:
Written test	In-semester test will include problem-based questions; 1.5 hours writing time, 30 mins reading time	40%	Week 07 Due date: 13 Apr 2026 at 16:00	1.5 hours	AI prohibited
Outcomes assessed:
= early feedback task ?

Assessment summary

Early feedback task (0%): This unit includes an Early Feedback Task 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 quiz. The task will be due at 11:59pm on 13 March 2026 (Sydney, Australia time). It will be tailored to reflect key concepts from Weeks 1-2. Students will be provided with immediate automated feedback upon completion of the task.

In-semester test (40%): Compulsory 1.5 hours (plus 30 minutes reading time) supervised on-campus test will be on 13 April 2026 (week 7), commencing at 4pm (Sydney, Australia time). The test will take the place of a seminar in week 7; students will be advised of the test location. The test will comprise problem-based questions covering classes 1-4. The outcome of a successful Special Consideration application will be a replacement test.

Final Exam (60%) All students are required to sit the final examination. The exam will be held on-campus and supervised during the formal exam period in June 2026 . The exam duration is 2.5 hours writing time and 30 minutes reading time. It is a supervised, open-book exam and will be scheduled during the examination period. The format of this exam will be short problem question(s) raising issues from any of the modules that we covered in class. The exam is designed to measure students’ knowledge of the content covered in the unit. The exam timetable will be released by the Exams Office in due course. For more information, please visit https://www.sydney.edu.au/students/exams/dates.html

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.

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. Please note that 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 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 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
Mid-semester break	Class 6. Company liability in contract	Seminar (2 hr)
Week 02	Class 1. Introduction to corporate law	Seminar (2 hr)
Week 03	Class 2. Capital structure; corporate personality; limited liability	Seminar (2 hr)
Week 04	Class 3. Corporate fundraising	Seminar (2 hr)
Week 05	Class 4. Corporate constitution; decision making organs; directors and officers	Seminar (2 hr)
Week 06	Class 5. Company meetings	Seminar (2 hr)
Week 07	Class 7. Corporate criminal liability	Self-directed learning (2 hr)
Week 08	Class 8. Introduction to directors and officer's duties; duty to act in good faith for the benefit of the company and for a proper purpose	Seminar (2 hr)
Week 09	Class 9. Conflicts duty and no profit rule	Seminar (2 hr)
Week 10	Class 10. Conflicts duty (cont); disclosure obligations; related party transactions	Seminar (2 hr)
Week 11	Class 11. Duty of care, skill and diligence	Seminar (2 hr)
Week 12	Class 12. Corporate insolvency	Seminar (2 hr)
Week 13	Class 13. Members rights and remedies; Completion of the student feedback survey for this unit of study	Seminar (2 hr)

Attendance and class requirements

Attendance: All students are required to attend 70% 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

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 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
Learning outcomes

Responding to student feedback

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

This is the first time this subject has been taught as semester length.

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

Disclaimer

On this page

Useful links

LAWS6810: Fundamentals of Corporate Law

Semester 1, 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

Disclaimer

On this page

Useful links