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This subject is designed to provide students with an understanding of the fundamental characteristics of companies and the legal principles that regulate the establishment, management and dissolution of companies in Australia. The subject is organised around 10 core concepts:
- Introduction to companies and the regulatory scheme;
- Incorporation and its effects;
- Managing companies;
- Duties and liabilities of directors and officers – framework of duties, duty to act in good faith and duty to act for a proper purpose;
- Duties and liabilities of directors and officers – duty of care;
- Duties and liabilities of directors and officers – loyalty;
- Shareholder actions;
- Corporate liability;
- Share capital; and
- Introduction to corporate insolvency.
Particular emphasis is placed in this subject on the management and control of companies. This necessarily involves an exploration of two key questions:
- What are the legal responsibilities of those persons - directors and other officers - entrusted with the oversight and management of companies?
- What can (in particular, minority or non-controlling) shareholders do to protect their interests in a company?
These questions are derived from the overwhelming concern of scholarship in the field of company law, which is to investigate the nature and ramifications of the relationships between those who manage or control companies, those who have supplied capital to companies and those who otherwise contract with companies.
Intended learning outcomes
Students who successfully complete this subject will have demonstrated:
- An integrated understanding of the following specialised subject-matter:
- The key elements of the legal framework governing the regulation of companies;
- The legal nature of the company and the incidents of incorporation, including the separate legal personality of the company, limited liability and the situations in which courts will pierce the corporate veil;
- Corporate authority;
- Liability for corporate wrong-doing;
- Corporate finance;
- Corporate governance, including the conduct of meetings, the duties and liabilities of the directors and other officers entrusted with the oversight and management of companies, and the constraints on the power of majority shareholders;
- Shareholder remedies and litigation; and
- The key elements of corporate insolvency.
- A sophisticated appreciation of, and the ability to engage in, well-reasoned and expressed policy and law reform debates concerning recent developments in corporate law, including:
- Corporate social responsibility;
- Civil and criminal liability for corporate misconduct;
- Corporate governance and directors’ duties; and
- Shareholder rights and remedies.
- A sophisticated appreciation of corporate law in its practical context and of the application of corporate law in professional legal practice;
- A capacity to evaluate critically and independently complex legal concepts, problems and theories relating to corporate law; and
- Through the assessment, communicate an ability to identify, understand and critically apply principles and theories of corporate law, including in relation to complex fact scenarios involving companies and their directors, managers and shareholders.
On successful completion of this subject, students will have developed their generic skills in the following areas:
- Specialist understanding, analysis, critical evaluation and synthesis of statutory provisions primarily from Australia relating to corporate law;
- Specialist understanding, analysis, critical evaluation and synthesis of court decisions from Australia relating to corporate law;
- Specialist understanding, analysis, critical evaluation and synthesis of scholarly commentary from Australia on statutory provisions, court decisions, principles and theories relating to corporate law;
- Identifying and understanding the principles of corporate law relevant to complex fact scenarios in a manner demonstrating a sophisticated understanding and appreciation of those principles;
- Critically applying principles of corporate law to complex fact scenarios in a manner demonstrating a sophisticated understanding and appreciation of those principles and theories;
- Formulating and articulating views on difficult legal issues relating to corporate law, including in respect of complex fact scenarios, in a manner demonstrating a sophisticated understanding and appreciation of the principles of corporate law;
- Analysing and critically evaluating, and well as being able to generate, policy and law reform proposals relating to corporate law having regard to relevant statutory provisions, court decisions and scholarly commentary;
- Identifying, understanding and critically applying principles of corporate law in professional legal practice; and
- Interpreting and communicating principles of corporate law to specialist as well as non-specialist audiences.
Last updated: 29 October 2019