LAWS6010

Company Law

10 Units

This course provides students with an advanced and integrated understanding of the body of legal rules which regulate companies and other popular business forms in Australia, including partnerships and sole traders. Topics covered include the management and control of both companies and partnerships; the process by which companies and partnerships transact; and the process by which companies and partnerships are both initiated and brought to an end. Detailed consideration is also given to the notion of corporate personality; the means by which companies can be financed; and the rights of creditors, shareholders and other stakeholders. In addition to detailed knowledge of this complex area of law, this course also provides students with advanced understanding of the principles and concepts which underlie the way companies are regulated in Australia and the way changes to those principles can lead to law reform. Contemporary developments in Company Law are considered in this light, and the implications of these developments for professional practice are explored.

Faculty Faculty of Business and Law
School Newcastle Law School
Availability Semester 2 - 2015 (Callaghan Campus)
Learning Outcomes

On successful completion of this course, students will be able to:

  1. Demonstrate advanced and integrated knowledge of the body of legal rules which regulate companies and other popular business forms in Australia and the way changes to those principles have led to corporate law reform in the past and may do so in future.
  2. Demonstrate advanced and integrated understanding of the principles and concepts which underlie the way companies are regulated in Australia and the way changes to those principles have led to corporate law reform in the past and may do so in future.
  3. Identify and articulate complex legal issues which arise in business practice and demonstrate advanced analysis of statutory provisions and case-law; sophisticated legal reasoning; and well-developed skills in creative thinking to generate appropriate jurisprudential and practical responses to those issues.
  4. Undertake specialized research into legal and policy issues relevant to one or more of the topics covered in the course.
  5. Produce a piece of writing based on this specialized research which demonstrates the intellectual and practical skills needed to justify and interpret theoretical propositions, legal methodologies, conclusions and professional decisions.
  6. Communicate arguments relating to the application of the rules governing companies in ways that are effective, appropriate and persuasive for legal and non-legal audiences.
Content

Topics in this course include:
 

  1. Corporations, markets, lawyers and power
  2. The Law of Partnership
  3. Comparing different possible legal structures for operating a business
  4. The process of incorporation, corporate personality and piercing the corporate veil
  5. Governing the corporation
  6. Duties of directors and officers: Duty of care, skill and diligence and the duty of good faith
  7. Duties of directors and officers: Insolvent trading, related party transactions and fiduciary obligations
  8. Corporate finance
  9. Insolvency and death of the corporation
  10. Binding the corporation in contract
  11. Shareholder’s rights and remedies
Assumed Knowledge LAWS6001, LAWS6002A, LAWS6002B, LAWS6003A, LAWS6003B, LAWS6004A, LAWS6004B, LAWS6005.
Assessment Items
  • Essay: Research Essay
  • Participation: Class Participation in Tutorial Engagement
  • Formal Examination: Formal Exam
Contact Hours
  • Lecture: for 2 hour(s) per Week for Full Term
  • Seminar: for 2 hour(s) per Week for Full Term
Timetable 2015 Course Timetables for LAWS6010

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