Académique Documents
Professionnel Documents
Culture Documents
Subject Outline
Summer 2010
www.law.uts.edu
.au
SUBJECT OUTLINE
UTS:LAW
CONTENTS
1. Subject Details Page 3
7. Resources Page 25
NOTICE:
Students must regularly check UTS Online for any changes to the following course
material and for announcements throughout the session.
1. SUBJECT DETAILS
1. Subject Details
Subject Description
This subject provides an in depth coverage of Corporate Law, examining the corporate legal environment in
which companies and their stakeholders including officers and employees operate.
The subject develops through 4 main phases. Initially the main laws and bodies which affect the creation and
operation of companies are examined. Then there is a strong emphasis on the main roles, responsibilities and
duties of Directors and Senior Officers.
Next the focus is on the relationship between the corporation and its shareholders including the issues of
members and fundraising by corporations. Lastly are major events in the lifecycle of companies such as
external administration, takeovers and the operation of the Securities Markets.
2.TEACHING STAFF
[Year] [Semester] [Subject No] [Subject Name] Page 3 of 29
It is highly recommended that email be the first point of contact with teaching staff. You should direct
your emails to your Lecturer or Tutorial Leader in the first instance.
Teaching Staff
[Position] Lecturer
Email Noel.Ross@uts.edu.au
[Position] Lecturer
Email Phillip.Spence@uts.edu.au
Subject Co-ordinator
[Position] Lecturer
3.SUBJECT CONTENT
1 Company Law in Context -Overview of business organisations in Australia and the basic
framework of the corporate legislation under the Corporations Act 2001 (Cth) and the
4 The Corporation and Outsiders - The relationship between companies and their ability to
commit crimes, enter a contract and be liable for a tort, both primarily and secondary
(vicariously).
5 Organ Theory & Officers - Explanation of how companies make decisions through their
board and agents. Discussion as to the importance of the definitions of the various types of
officers.
6 Directors and Officers Duities - Officers and directors duties under the common law,
equity and statute (Corporations Act). Also, corporate responsibilities of the company and
its officers under other laws.
7 Shareholder Protection - The rule in Foss v Harbottle and the various common law and
statutory exceptions, such as the derivative action and minority protection.
11 Revision Class
12 Examination in Class
Week
Class Lecture Topic
Commencing
WEEK 1:
Ford Ch 1-3
Redmond Ch 2
WEEK 2:
Redmond Ch 4
Ford Ch 4
WEEK 3:
Ford Ch 6
Redmond Ch 3
WEEK 4:
Ford Ch 12-16
Redmond Ch 4
WEEK 5:
Ford Ch 7
Redmond Ch 5
WEEK 6:
Ford Ch 8-9
Hanrahan Ch 10-14
WEEK 7:
Redmond Ch 8
Hanrahan Ch 15
WEEK 8:
Redmond Ch 9
Hanrahan Ch 17-19
WEEK 9:
Redmond Ch 9
Hanrahan Ch 17-19
WEEK 10:
Ford Ch 25-28
Hanrahan Ch 25-26
WEEK 11:
Redmond Ch 10
Hanrahan Ch 20
WEEK 12:
Lipton, P and Herzberg, A Understanding Company Law Thomson Law Book Co.
Li, Grace and Riley, Sophie Applied Corporate Law: A Bilingual Approach
LexisNexis:Butterworths Australia 2009
Books
Adams, M, Essential Management Law (2nd ed, 2001)
Adams, M, Essential Corporate Law (2nd ed, 2005)
Ali, P et al, Corporate Governance and Investment Fiduciaries (2003)
Austin, R et al, Company Directors: Principles of Law and Corporate Governance (2005)
Baxt, R et al, Securities and Financial Services Law (6th ed, 2003)
Baxt, R et al, Afterman and Baxt’s: Cases and Materials on Corporations and Associations, (2003, 9th ed)
Berns, S and Baron, P, Company Law and Governance: An Australian Perspective (1998)
Braithwaite, J, Restorative Justice and Responsive Regulation (2002)
Boros, E, Minority Shareholders’ Remedies (1995)
Bruce, R et al Handbook of Australian Corporate Finance (5th ed, 2000)
Burnett, B, Australian Corporations Law Guide (13th ed, 2003).
Butterworths (eds), Company Secretaries’ Essentials (2002)
Coburn, N, Coburn’s Insolvent Trading: Global investment fraud and corporate investigations (2nd ed, 2003)
Farrar, J, Corporate Governance: Theories, Principles and Practice (2nd ed, 2004)
Fisher, S et al, Corporations Law Butterworths Tutorial Series (2nd ed, 2000)
Fishel, D, The book of the Board: effective governance for non-profit organisations (2003)
Fletcher, K, The Law of Partnership in Australia and New Zealand (8th ed, 2001)
Ford, H, et al, Ford's Principles of Corporations Law (12th ed, 2005)
Keay, A (ed), McPherson: The Law of Company Liquidation (4th ed, 1999)
Li, Grace and Riley, Sophie Applied Corporate Law: A Bilingual Approach LexisNexis:Butterworths Australia
2009
Morrison, D, Study Guide for Handbook of Australian Corporate Finance (5th ed, 2000)
Nygh and Butt (eds), Butterworths: Concise Australian Legal Dictionary (2nd ed, 2002)
Parkinson, J, Corporate Power and responsibility: Issues in the theory of company law (1993)
Pinto, A, and Evan, M, Corporate Criminal Liability (2003)
Proctor, G and Miles, L, Corporate Governance (2002)
Ramsay, I (ed), Key Developments in Corporate Law & Trust Law – Essays in Honour of Professor Harold Ford
(2002)
Redmond, P, Companies and Securities Law: Commentary & Materials (4th ed, 2005)
Rose, D, Lewis: Australian Bankruptcy Law (11th ed, 1999)
Walker, G et al (eds), Securities Regulation in Australia and New Zealand (2nd ed, 1998)
Weerasooria, W S, Banking Law and the Financial System in Australia (5th ed, 2000)
Woodward, S et al, Corporations Law: In Principle (6th ed, 2003)
Wiffen, G, Corporations Law (5th ed, 2000)
For an alternative legal citation system, please see the UTS Faculty of Law Guide to
Written Communication. The Guide is available from the Law web site at
http://www.law.uts.edu.au/students/assessment/submitting.htmlGuide to Essay Writing
and Anita Stuhmcke, Legal Referencing (2nd ed, 2001).
3.9Useful Websites
http://www.lexisnexis.com.au/aus/academic/text_updater/default.asp
Students may only use the audio or visual recording for private study purposes and (to avoid any legal
action) permission must be obtained from the Subject Coordinator for any other usage. Given the
inter-active nature of classes, any student who does not wish to be audio-taped must advise the
Subject Coordinator in advance otherwise permission from students is assumed.
Please also note that no responsibility is taken for the quality or reliability of this taping service and
that no Special Consideration applications will be considered in relation to problems experienced by
students using this taping service. Students may only use these audio-tapes for private student
purposes (and to avoid legal action) permission must be obtained from the Subject Coordinator for
any other usage.
● INTELLECTUAL
1. Critical Thinking
An appropriate level of independent thinking, creativity and critical analysis.
● PROFESSIONAL
5. Disciplinary Knowledge
A coherent and extensive knowledge of substantive and procedural law.
6. Lifelong Learning
A capacity to continually update the knowledge skills and awareness appropriate to the practice
of law.
7. Ethics
A capacity to value and promote honestly, accountability and ethical standards.
● PERSONAL
8. Self and Cooperative Work Management
Self and priority management skills including cooperative work.
Targeting
No. OBJECTIVE
Graduate Attributes #
Critical Thinking,
Disciplinary
An understanding of the nature of a corporate entity, how it comes into Knowledge, Cultural
1.
existence, operates and is terminated within a legal framework Awareness and a
Global Outlook and
Social Justice
Knowledge of the major statutory and case law which affects Lifelong Learning,
2.
Corporations, their members, officers and outsiders Ethics
Analysis and
Skills in reading and interpreting case and statute law and analysing the Evaluation, Legal
3.
effect and operations of these laws on corporations and their stakeholders Research and
Technological Literacy
Discussion and analysis of Precedent cases to refine and develop legal knowledge
Strategy 2
and to enhance understanding
The timetabled activities for this subject can be found on the UTS timetable online at http://timetable.uts.edu.au.
Students enrolled in this subject can view their personalised timetabled in My Subject Activities online at
https://mysubjects.uts.edu.au
4.6 Lecture Format and Tutorial Format and Expectation of Student Participation
The Seminars are of 3 hours and involve part lectures and part student centred activities.
5.1 Assessment
In class
Research Covers research , knowledge and skills objectives outlined 2nd lesson
40%
Assignment in the Course Objectives 2 to 4 in week of
4.1.10
Disciplinary Knowledge,
Analysis and Evaluation,
Covers knowledge, skills, research and problem
Final Exam Spoken and Written
solving objectives. Ie Course Objectives 1 - 4
Communication, Self and Co-
operative Work Management
Students are expected to attain a satisfactory performance in all assessment components. Students must
complete all parts of the assessment. Please note the specific requirements for submission and undertaking
each assessment.
Question - Discuss, analyse and evaluate the changes to the law of Directors Duties, Shareholder
Rights and Insolvency by recent cases in Australia, including (but not limited to);
Students will achieve marks for their analysis, evaluation and synthesis of arguments about the
changes made by these cases. Merely repeating the facts and judgement will only achieve very low
marks.
-
The assignment should be typed and can be up to 10 pages of A4 paper(excluding footnotes, bibliography and
the cover sheet) using 1.5 spacing and be clearly laid out. You should attach one of the Law School
assignment covers (available outside the Law School enquiry counter. The last page should be a full
bibliography, reflecting all sources that were used during the research of the topic. Footnotes or end-notes
should be used for the full citation of cases, books, journals or other sources.
6. GUIDE TO ASSESSMENTS
6.1 Assignments
6.1.1 Presentation
Assignments must be typed in a legible font at least 11 point in size, with numbered pages, and
printed double-sided on A4 paper (with at least a 2cm margin).
The UTS:Law Assignment Cover Sheet must be completed and stapled on the top left-hand corner.
Cover sheets are available at the Law Reception foyer, or on the Law webpage at
www.law.uts.edu.au/students/assessment/submitting.html.
Please do not place your work in a plastic sleeve or binder unless specifically requested to do so by
the Subject Coordinator or Lecturer.
6.1.2 Referencing
Should be in accordance with the Australian Guide to Legal Citation (2nd Edition, 2002). The guide
can be viewed online at http://mulr.law.unimelb.edu.au/files/aglcdl.pdf or purchased from
http://mulr.law.unimelb.edu.au/index.cfm?objectid=EC680959-CA26-5FED-64377B996D86A395
6.1.3 Extensions
Requests for short-term extensions (no more than 1 week) without academic penalty, must be made
formally using the Request for Extension form. Extensions may be granted for no more than 1 week
Forms are available at the Law Reception foyer (CM05B.03.03) or on the Law webpage at
www.law.uts.edu.au/students/current.html under ‘Links to Important Information & Useful Resources’.
Application forms must be submitted before the due date of the assessment item, directly with the
Law Reception (CM05B.03.32) or by fax to (02) 9514 3400. Do NOT lodge your application form with
the Student Centre. Late or mislodged applications may not be considered
Students whose studies are affected by serious illness or hardship, and require long-term extensions
should submit an Application for Special Consideration.
[Year] [Semester] [Subject No] [Subject Name] Page 20 of 29
In cases where extension has not been granted, please note the penalty for late work set out below in
section 6.1.4 that will apply in this subject.
In the absence of compelling circumstances, no application for a Request for Extension will be accepted
after the due date.
Insofar as there is to be a penalty by way of loss of marks, five (5) per cent of marks for the assessment
task will be deducted per day for assessment tasks submitted after the due date. Submission will not be
accepted after assessment tasks have been returned to other students.
6.1.5 Submission
Must be in hard copy to the Faculty of Law Reception by 6.00pm on the due date during Faculty
teaching weeks, or 5pm on the due date during Faculty non-teaching weeks unless otherwise
advised. Assignments will not be accepted by email or via UTSOnline unless otherwise advised by the
Subject Coordinator or Lecturer. Students must retain a copy of their assignment(s).
6.1.7 Feedback
Please make an appointment with the Subject Coordinator or Lecturer if you want additional feedback
on your assignment. You must bring a copy of your assignment to the appointment.
The timetable for Faculty-based exams is not formally published. This is normally specified on the
Subject Outline for each subject, or released in class by the individual Subject Coordinator or Lecturer.
Submit your completed application form at least five (5) working days prior to your scheduled exam,
directly with the Student Centre Haymarket. Do NOT lodge your application form with the Faculty of
Law or your Subject Coordinator. Late or mislodged applications may not be considered.
Submit your completed application form no later than two (2) working days after the missed Faculty-
based exam, directly with the Student Centre Haymarket. Do NOT lodge your application form with
the Faculty of Law or your Subject Coordinator. Late or mislodged applications may not be considered.
The timetable for centrally-conducted (formal) exams is published on the UTS website at
www.sau.uts.edu.au/assessment/exams/timetable/index.html in accordance to a schedule of dates.
Forms are available from the UTS website at www.sau.uts.edu.au/forms/#assessment and completed
applications must be lodged no later than two (2) working days after the Exam Timetable is officially
released, directly with the Student Centre Haymarket.
Forms are available at the Law Reception foyer (CM05B.03.03) or on the Law webpage at
www.law.uts.edu.au/students/assessment/index.html under ‘Examinations’.
Submit your completed application form no later than two (2) working days after the missed
exam(s), directly with the Law Reception (CM05B.03.32) or by fax to (02) 9514 3400. Do NOT lodge
your application form with the Student Centre or your Subject Coordinator. Late or mislodged
applications may not be considered.
Exam papers will NOT be returned. However if you want feedback on your exam you may make an
appointment with the Subject Co-ordinator or Lecturer, who will go over your paper with you. Papers
will be held for a maximum of six (6) months from the date of the exam.
Accordingly, you would see the ALO for applications for ‘assessment adjustment arrangements’ if you
are in the following categories:
• Students with disabilities and ongoing illnesses. These students need to consult with the Special
Needs Service of the Student Services Unit to discuss suitable learning and assessment
arrangements PRIOR to seeing the ALO (see note 6.7 below).
• those who experience difficulties with their studies because of family commitments such as primary
carers of small children or family members with a disability or ongoing illness, including students
with maternity needs and students who have an illness or experience misadventure for the
duration of a semester
• Indigenous students
Please Note: Requests to the ALO must be made at the start of each semester, as follows:
• assess or process applications for ‘Special Conditions’ in tests or examinations for students of
Non-English Speaking Backgrounds (NESB). NESB students should contact the ELSSA Centre for
further information, and/or to request extra time/ dictionaries in examinations.
The ALO can be contacted by phone on (02) 9514 3495 or via email ALO@law.uts.edu.au. Email
communication is the preferred contact method.
Primary carers, Indigenous students, and students with maternity needs, illness or misadventure
lasting for only one (1) semester, apply directly to the ALO. Arrangements are mediated by the ALO
on terms acceptable to the staff and students concerned. The same form as the Special Needs form is
used, but lodged directly with the ALO (not the Special Needs Service of the Student Services Unit).
Please refer to the information specified throughout the form(s) for instructions, timeline/due date and
lodgement point PRIOR to contacting the ALO. Application forms are available from the UTS website
at www.sau.uts.edu.au/forms/index.html#assessment.
The application form for ‘Special Conditions in Exams’ is available from the UTS website at
www.sau.uts.edu.au/forms/#assessment; and must be lodged directly with the ELSSA Centre at least
30 days PRIOR to Faculty-based exams and/or at least 30 days before the Formal exam period
starts (for Centrally-conducted examinations).
The application form to request for special consideration is available from the UTS website at
http://www.sau.uts.edu.au/forms/pdfs/SPCON_0608.pdf; and must be lodged directly with the Student
Centre Haymarket before the due date of the assessment item and/or no later than ONE (1)
working day after an examination.
Requests will only be considered in accords to university rule 8.3 Special Consideration of disruption
to assessment (see www.gsu.uts.edu.au/rules/8-3.html), and as per the criteria specified on the front
page of the application form.
University policy concerning the standard of work required to earn each grade is further specified in
the UTS Coursework Assessment Policy and Procedures Manual, available on the UTS website at
www.gsu.uts.edu.au/policies/coursewkassess.html.
Requests for a review must be made in writing by the specified closing date(s), and in accordance to
the processes outlined on the ‘Application for a Review of a Final Subject Assessment Result Cover
Page’; available from the UTS website at www.sau.uts.edu.au/forms/pdfs/result_review_0309.pdf.
7.RESOURCES
7.1 UTS Library
The UTS Library has a wide range of services and resources that you will find useful, including law
reports, law journals, textbooks, and access to online resources www.lib.uts.edu.au.
Relevant materials in this subject may also be available on Closed Reserve, which is a special
borrowing service that allows you to use the material for two hours or overnight, to ensure the
materials are available to many students. Materials on ‘closed reserve’ are listed in the library
catalogue by subject details and Subject Co-ordinator. Contact the Law Librarian on (02) 9514 3341
for further information or assistance.
The BELL (Becoming an Effective Lifelong Learner) website provides information, self-testing and
links to help you develop your learning skills. Visit the BELL web site www.bell.uts.edu.au.
7.3 UTSOnline
This subject may have a UTSOnline site (http://online.uts.edu.au/) that include announcements made
in lectures, copies of lecture overheads/slides, and clarification of administrative and assignment
matters.
It is the responsibility of students to ensure they are registered on UTSOnline for this subject, and
regularly check UTSOnline for announcements. If you have difficulties accessing UTSOnline, contact
the ITD Helpdesk by phone on (02) 9514 2222 or e-mail help.desk@uts.edu.au.
Students with enquiries on course or student administration related matters should lodge a Service
Desk enquiry via https://servicedesk.uts.edu.au/CAisd/pdmweb.exe or contact the Student Centre
Haymarket directly by phone on (02) 9514 3444.
The Student Centre Haymarket is located in Building 5, on 2 levels (Level 1 & Level 5). Opening
hours may vary and best to check the information online at www.uts.edu.au/students/centres.html prior
to visiting the Centre.
Location and opening hours for Law Reception is available from the Faculty of Law website at
www.law.uts.edu.au/contactus/index.html.
Staff at the Student Centre Haymarket is available to answer any further enquiries you may have;
and can be contacted online via Service Desk at https://servicedesk.uts.edu.au/CAisd/pdmweb.exe or
by phone on (02) 9514 3444.
Rule 3.8.2 states that if a student does not satisfy the prescribed attendance and/or participation
requirements for a subject, the Responsible Academic Officer may:
Applications must be made through the university’s prescribed processes, and students are advised to
consult with staff at the Student Centre Haymarket to ascertain the appropriate method of
application.
Students are responsible for familiarising themselves with, and acting, upon all requirements relating
to assessments and examination. Students also have a responsibility to make themselves available for
exams during the official examination period and/or designated examination sessions
If students were not able to withdraw prior to the Census date, but still believe they have a genuine
case where their ability to continue studying was affected by circumstances beyond their control; may
still apply for subject withdrawal with no academic penalty ONLY. Students are required to submit their
request together with a personal statement outlining their situation via the e-Request system at
www.sau.uts.edu.au/enrolment/e-request/.
Students who withdraw from a subject after the census date of the teaching period will have that
subject recorded as ‘withdrawn fail’ and may still be financially liable for the associated tuition fees.
For further information on subject withdrawals and fees refunds, see ‘Variation of Subject Enrolment’
on the UTS website at www.sau.uts.edu.au/enrolment/subject/variation.html and ‘Subject Withdrawal
after the Census Date’ at www.sau.uts.edu.au/enrolment/changes.html.
Contact the Student Centre Haymarket directly for further assistance on this matter, online via Service
Desk at https://servicedesk.uts.edu.au/CAisd/pdmweb.exe or by phone on (02) 9514 3444.
8.7 References
Law Handbook www.handbook.uts.edu.au/law/index.html
Law Webpage www.law.uts.edu.au/
Student Admin Unit www.sau.uts.edu.au
Student Centres www.uts.edu.au/students/centres.html
UTS Policies www.gsu.uts.edu.au/policies/index.html
8.8 Contacts
Academic Liaison Officers www.ssu.uts.edu.au/sneeds/services/assessment/alo.html
ELSSA www.elssa.uts.edu.au/about/
Law Reception www.law.uts.edu.au/contactus/index.html
Staff Directory http://email.itd.uts.edu.au/webapps/directory/byname/
Student Centres www.uts.edu.au/students/centres.html
Student Services www.ssu.uts.edu.au/