LAW219 Company Law (8)

This subject surveys the law governing the formation, regulation and termination of companies in Australia within the context of modern commercial practice. The internal operation of companies is discussed, particularly the role of members, meetings, the corporate constitution, the board of directors, and the duties of corporate directors and other officers. The topic of separate corporate personality is also discussed. In addition, students are introduced to contemporary legal and ethical issues in respect to corporate reporting and fundraising, along with the Australian Securities and Investments Commission.

Availability

* Offering has a residential school. Please view following information for further details.

Session 1 (30)
Online *
Bathurst Campus

Continuing students should consult the SAL for current offering details: LAW219. Where differences exist between the Handbook and the SAL, the SAL should be taken as containing the correct subject offering details.

Subject Information

Grading System

HD/FL

Duration

One session

School

Centre for Law and Justice

Enrolment Restrictions

Bachelor of Laws and the Bachelor of Laws/Criminal Justice students only.

Prerequisites

LAW112 and LAW116

Learning Outcomes

Upon successful completion of this subject, students should:
  • be able to demonstrate an in-depth understanding of the origins of companies and their role in society;
  • be able to engage critically with the Corporations Act 2001 (Cth) and the main case law relevant to its operation, including analysing the effect and operations of these laws on corporations and their stakeholders;
  • be able to demonstrate an informed understanding of a complex body of legal principles of corporate law and their relationship to the Australian legal landscape;
  • be able to identify and discuss the legal constraints imposed on different types of business structures, including partnerships;
  • be able to discuss the role of agency law, including the creation of agency and the duties and rights of an agent;
  • be able to demonstrate an in-depth understanding of the incorporation process;
  • be able to demonstrate an understanding of the reason behind the concept of separate legal personality;
  • be able to demonstrate an understanding of the roles, functions and duties of the board of directors, management and shareholders, and their relationships with other corporate stakeholders;
  • be able to interpret critically the rules of corporate governance, especially in respect to company financing and security arrangements;
  • be able to analyse critically different types of companies, including not for profit entities, and reflect upon social policies underpinning this area of the law;
  • be able to think critically, strategically and creatively in preparing advice on corporate legal matters;
  • be able to demonstrate the application of legal principles relating to the management and control of a company, and the processes of winding up;
  • be able to demonstrate professional communication skills through the development and presentation of a persuasive argument; and
  • be able to understand different corporate governance structures, including Indigenous corporations.

Syllabus

This subject will cover the following topics:
  • History of the development of the corporate form and the evolution of Australian corporate law
  • The Incorporation Process (registration) including entering a legal relationship prior to registration
  • Corporate personality: Separate legal entity
  • The Corporate Constitution and governance rules
  • Company contracts, the administration of companies and management of the business of companies
  • The company's liability in contract, tort (both primarily and secondary (vicariously)) and under criminal law
  • Duties and liabilities of Directors and Officers under the common law, equity and statute
  • Share capital and membership, and protection of shareholders
  • Members' remedies
  • The regulation of major equity capital transactions such as capital reductions, share buy-backs and dividend payments
  • Corporate fundraising (prospectus disclosure obligations and liabilities) and new share capital
  • Corporate financing, and company credit and security arrangements
  • Dividends, financial reporting and auditors responsibilities to the company and investors
  • Protection of creditors (the maintenance of share capital)
  • Takeovers
  • External administration (voluntary administration, receivership, liquidation and winding up)

Residential School

This subject contains a 2 day Optional Residential School.

The 2-day residential school for this subject is optional. It will cover the seminar topics relevant to the subject with particular emphasis on relevant case law, precedents and legislation.

The information contained in the CSU Handbook was accurate at the date of publication: January 2020. The University reserves the right to vary the information at any time without notice.

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