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Corporate Law

Unit code: LWB334
Contact hours: 3 per week in Sem 2.
Credit points: 12
Information about fees and unit costs

This unit includes the following: the basic legal principles relating to registered companies; the principle of the veil of incorporation; internal functioning of a registered company including the operation of the constitution and replaceable rules; dealings with third parties; legal rules relating to share capital; dividends and loan capital; introduction to obligations of company officers and shareholder rights. Further specialised units such as Law of Corporate Governance are offered for students who have completed Corporate Law and wish to concentrate some of their studies in the corporations and commercial area.


Availability
Semester Available
2012 Semester 2 Yes
2012 Summer Yes

Sample subject outline - Semester 2 2013

Note: Subject outlines often change before the semester begins. Below is a sample outline.

Rationale

People who wish to embark on a commercial venture may choose from a range of forms of legal organisations provided by the legal system. A competent commercial lawyer or business person needs to be aware of the legal principles pertaining to one of the more important types of organisations, namely, the registered company. Corporate Law is designed to provide you with knowledge and understanding of the key legal principles and policy issues relevant to registered companies. This unit is a compulsory area of study in the law degree and is required for admission as a legal practitioner. If you are seeking to build upon your knowledge in this area, you should consider undertaking the electives in the Private Enterprise Career Destination Stream - LWB366 Law of Commercial Entities and LWB367 Law of Corporate Governance.

Aims

The aim of this unit is to provide you with a knowledge of key corporate law principles so that you can give effective legal advice to clients, including corporate entities. The unit also aims to further develop your legal research skills developed in previous law units.

Objectives

At the conclusion of this unit you should be able to:
1 apply your knowledge of corporate law to real world problems to demonstrate your understanding; (GC1;GC2)
2. analyse and synthesise the legal principles emerging from the relevant legislation (including relevant established principles of statutory interpretation) and case law with respect to registered companies to apply them to real world corporate problems; (GC2)
3. appreciate the development and operation of corporate law and how it has evolved in a wider social context in response to social, economic and political changes; (GC1; GC6)
4. critically evaluate changes in corporate law and the relevant values and ideologies that have influenced these developments; (GC1; GC2; GC4)
5. use advanced research strategies to locate and evaluate legal resources of corporate law; (GC2)
6. effectively communicate, orally and in writing, legal concepts and solutions to real world corporate law problems; (GC3) and
7. effectively manage your time and prioritise activities in independent and collaborative environments and evaluate and reflect upon your own capabilities (strengths and weaknesses) to utilise this knowledge to maximise effective study and work practices.(GC4; GC5)

Content

Substantive topics canvassed include:


  • the context of Australian corporations law;

  • the incorporation process;

  • the corporate constitution;

  • corporate personality;

  • corporate governance;

  • company's dealing with outsiders;

  • basic principles of corporate funding;

  • voluntary administration;

  • liquidations.


Graduate Capabilities
Your understanding of the unit content and the further development of skills will assist you to acquire the following law graduate capabilities:
1. Discipline Knowledge;
2. Problem Solving, Reasoning and Research;
3. Effective Communication;
4. Life Long Learning;
5. Work Independently and Collaboratively;
6. Professional, Social and Ethical Responsibility.

Approaches to Teaching and Learning

This unit is a combination of content and skills that will develop your graduate capabilities. Therefore the unit is taught through a combination of face-to-face lectures (to assist your understanding of corporate law) and tutorials (to allow you to practise and develop your skills of communication, problem solving and legal research).

Study Guide
The Study Guide for the unit provides an outline of relevant content, prescribed readings and tutorial exercises for each week of semester.

Lectures
In weeks 1-13 there is a two-hour face-to-face lecture timetabled. The lectures are audio taped and made available through the unit's Blackboard site and are supported by PowerPoint presentations. In the lectures you will be given information which further develops your understanding of the areas of the law set down in the study guide for that week and they will highlight the more important areas, in order that you may focus your learning. You should be familiar with the material specified for each week before you attend the lecture.

Tutorials
One-hour tutorials are timetabled for weeks 1-13. In tutorials you will be asked to consider a range of academic and practical issues relating to the material covered in the previous week's lecture. You will be required to prepare for the tutorials and be ready to discuss the issues raised. Preparation will include reading the prescribed materials and principal cases and attempting the tutorial questions set down in the study guide for that week.

Tutorial materials are provided for external students on the unit's Blackboard site for each week of the semester. They are generally in the form of a streamed tape or a word document. These materials are designed to further develop your skill of independent learning.

Optional Research Workshops

During the semester the Law Library will offer research workshops to assist with developing your research skills required for the Research Assignment & Methodology.

External Attendance School
There is no external attendance school for this unit.

Assessment

In this unit you will be graded on a scale of one to seven.

Faculty Assessment Information
To access the Law Faculty Assessment Information see the Blackboard site for this unit.Formative assessment (feedback) is designed to provide you with feedback on your understanding of corporate law and on your ability to demonstrate the graduate capabilities and skills being taught in this unit. In this unit you will receive formative feedback through:
1. Your tutor in relation to participation in tutorials (internal students).
2. Individual feedback on your Problem Solving Task (external students).
3. Individual feedback on your Research Assignment & Methodology and the CRA (all students).
4. Generic feedback on the unit's Blackboard site.
5. The option of private consultation with a member of the teaching team during student consultation.

Assessment name: Problem Solving Task
Description: External students will submit a written answer (maximum 1,000 words) applying their knowledge of corporate law to a real world problem.
Relates to objectives: 1-4 & 6-7
Weight: 10%
Internal or external: External
Group or individual: Individual
Due date: Week 4

Assessment name: Research Assignment
Description: This assessment item will require you to research and prepare a written research assignment (maximum 2500 words) on an area of corporate law based upon a real world scenario. You will also be required to demonstrate your research methodology and knowledge of legal resources particularly relevant to corporate law (maximum 2.5 pages).

Can be done individually or in a group of up to a maximum of 4 students.
Relates to objectives: 1-7
Weight: 40%
Internal or external: Both
Group or individual: Individual
Due date: Week 8

Assessment name: Examination
Description: Open book exam covering all topics of the unit.
Relates to objectives: 1-4
Weight: 50%
Internal or external: Both
Group or individual: Individual
Due date: Central Exam Period

Assessment name: Discussion Forum
Description: Internal students will be assessed on their preparation for, participation in and contribution to discussions, analysis, problem solving, and effective communication.
Relates to objectives: 1-4, 6-7
Weight: 10%
Internal or external: Internal
Group or individual: Individual
Due date: Weekly

Academic Honesty

QUT is committed to maintaining high academic standards to protect the value of its qualifications. To assist you in assuring the academic integrity of your assessment you are encouraged to make use of the support materials and services available to help you consider and check your assessment items. Important information about the university's approach to academic integrity of assessment is on your unit Blackboard site.

A breach of academic integrity is regarded as Student Misconduct and can lead to the imposition of penalties.

Resource materials

Prescribed Materials
(a)Corporations Act 2001 (Cth)

Lipton P, Herzberg A and Welsh M, Understanding Company Law, Thomson Reuters Lawbook Co, (current edition).
OR
Austin RP and Ramsay IM, Ford's Principles of Corporations Law, Butterworths Lexis Nexis, (current edition).

Blackboard Site
Online resources for this unit are available on the unit blackboard site.

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Risk assessment statement

There are no out of the ordinary risks associated with this unit.

Disclaimer - Offer of some units is subject to viability, and information in these Unit Outlines is subject to change prior to commencement of semester.

Last modified: 11-Apr-2013