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Business Associations 1 - LAWS1091
Law Books

 
Faculty: Faculty of Law
 
 
School:  Faculty of Law
 
 
Course Outline: See below
 
 
Campus: Kensington Campus
 
 
Career: Undergraduate
 
 
Units of Credit: 8
 
 
EFTSL: 0.16667 (more info)
 
 
Indicative Contact Hours per Week: 4
 
 
Enrolment Requirements:
 
 
Prerequisite: LAWS1001, LAWS1011; or LAWS1610; Corequisite: LAWS2311 or LAWS1010.
 
 
Fee Band: 3 (more info)
 
 
Further Information: See Class Timetable
 
 

Description

An introduction to a number of important legal and theoretical aspects of the operation of business corporations. The course deals firstly with the process and incidents of incorporation, including the derivation of the modern corporation and an introduction to regulatory structures; an introduction to the corporate constitution, organs and capital; the separate personality of the corporation and its exceptions. The balance of the course is concerned with the structure and governance of the corporation. It examines the corporate organs (the board of directors and the general meeting) and the division of corporate powers between them; the duties and liabilities of directors and other officers; the remedies available to shareholders for the enforcement of directors duties and protection against oppression or overreaching by controllers. The course considers these legal doctrines and theoretical perspectives as they relate to both public corporations and to small incorporated businesses.

Note: If taken as a compulsory course, it is LAWS4010 (6UOC).


Recommended Prior Knowledge

This course builds on prior learning in your LLB degree. For example, you will see how constitutional law has determined the current shape of the Corporations Act. You will also see the interaction between corporate law with criminal law, contract law and equity. Therefore, courses in Public Law, Federal Constitutional Law, Torts, Contract Law I & II, and Property, Equity & Trusts I & II all have relevance for understanding the regulation of the corporation under Australian law.

Course Objectives

Students undertaking this course will:
  • Develop a functioning and contextual knowledge of corporate law theory and doctrine
  • Gain intellectual skills of corporate legal problem-solving, critical reflection about corporate laws and their limitations, analysis of corporate legal texts and documents, and an ability to make informed judgments about current events and legal issues involving corporations and their stakeholders
  • Engage in scholarly research about any issue of corporate law of your choosing
  • Develop written and oral skills through the oral and written assessment tasks
  • Develop a heightened understanding of the role corporations play in society and the economy and be able to reflect on what constitutes the most appropriate way to regulate corporate conduct

Main Topics

  • Introductory themes: Introductory stakeholder analysis; regulatory goals and approaches; regulatory environment
  • Corporate existence: Bringing a company into existence; bringing a company to a close
  • Corporate decision making: Introduction; the Board of Directors; general meeting of shareholders
  • Corporate personality: General principles; implications for tort and criminal law; implications for contract law
  • Corporate Governance: Introduction to corporate governance theory and issues; introduction to Directors' duties and shareholder remedies
  • Corporate Governance: Directors' duties; shareholder remedies
  • Conclusion: Corporate groups

Assessment

Compulsory:
Class participation 10%
Open-book exam 40-50% depending on choice of progressive assessment option
Open-book Week 5 test
20%
And either:
Optional class test; or
Research essay
 
20%
30%
 

Course Texts

Prescribed

  • Paul Redmond, Companies and Securities Law: Commentary and Materials (4th edition, LBC Information Service, 2005)
  • Corporations Act 2008 - available in the following formats: Butterworths Australian Corporations Legislation, or; CCH, Australian Corporations and Securities Legislation, or; Lawbook Company, Corporations Legislation 2008
  • Supplementary set of reading materials

Recommended
None.

Resources

Refer to Course Outline provided by lecturer.

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© The University of New South Wales (CRICOS Provider No.: 00098G), 2004-2011. The information contained in this Handbook is indicative only. While every effort is made to keep this information up-to-date, the University reserves the right to discontinue or vary arrangements, programs and courses at any time without notice and at its discretion. While the University will try to avoid or minimise any inconvenience, changes may also be made to programs, courses and staff after enrolment. The University may also set limits on the number of students in a course.