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Corporations Law (LAWS50035)
Graduate coursework level 5Points: 12.5Dual-Delivery (Parkville)
Please refer to the return to campus page for more information on these delivery modes and students who can enrol in each mode based on their location.
About this subject
- Overview
- Eligibility and requirements
- Assessment
- Dates and times
- Further information
- Timetable(opens in new window)
Contact information
Overview
Availability | Semester 2 - Dual-Delivery |
---|---|
Fees | Look up fees |
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.
- 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.
- shareholder rights and remedies.
Students will also have demonstrated:
- 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.
- ability, through the assessment, to communicate, 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.
Generic skills
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: 3 November 2022
Eligibility and requirements
Prerequisites
All of
Code | Name | Teaching period | Credit Points |
---|---|---|---|
LAWS50023 | Legal Method and Reasoning | Summer Term (Dual-Delivery - Parkville) |
12.5 |
LAWS50024 | Principles of Public Law | Semester 1 (Dual-Delivery - Parkville) |
12.5 |
LAWS50025 | Torts | Semester 1 (Dual-Delivery - Parkville) |
12.5 |
LAWS50026 | Obligations | Semester 1 (Dual-Delivery - Parkville) |
12.5 |
LAWS50028 | Constitutional Law | Semester 2 (Dual-Delivery - Parkville) |
12.5 |
LAWS50029 | Contracts | Semester 2 (Dual-Delivery - Parkville) |
12.5 |
LAWS50030 | Property | Semester 1 (Dual-Delivery - Parkville) |
12.5 |
LAWS50032 | Administrative Law | Semester 1 (Dual-Delivery - Parkville) |
12.5 |
LAWS90140 | Disputes and Ethics | Semester 2 (Dual-Delivery - Parkville) |
12.5 |
AND
Note: the following subject/s can also be taken concurrently (at the same time)
Code | Name | Teaching period | Credit Points |
---|---|---|---|
LAWS50033 | Equity and Trusts | Semester 2 (Dual-Delivery - Parkville) |
12.5 |
Corequisites
None
Non-allowed subjects
None
Inherent requirements (core participation requirements)
The University of Melbourne is committed to providing students with reasonable adjustments to assessment and participation under the Disability Standards for Education (2005), and the Assessment and Results Policy (MPF1326). Students are expected to meet the core participation requirements for their course. These can be viewed under Entry and Participation Requirements for the course outlines in the Handbook.
Further details on how to seek academic adjustments can be found on the Student Equity and Disability Support website: http://services.unimelb.edu.au/student-equity/home
Last updated: 3 November 2022
Assessment
Description | Timing | Percentage |
---|---|---|
Interim, 2-hour take home examination
| Mid semester | 10% |
4-hour take home examination
| During the examination period | 90% |
Additional details
The due date of the above assessment will be available to students via the Assessment Schedule on the LMS Community.
Last updated: 3 November 2022
Dates & times
- Semester 2
Principal coordinator Paul Ali Mode of delivery Dual-Delivery (Parkville) Contact hours 48 hours Total time commitment 144 hours Pre teaching requirements Please refer to the Reading Guide on the LMS subject page for confirmation of which resources need to be read and what other preparation is required before the teaching period commences. Teaching period 26 July 2021 to 24 October 2021 Last self-enrol date 6 August 2021 Census date 31 August 2021 Last date to withdraw without fail 24 September 2021 Assessment period ends 19 November 2021
Time commitment details
144 hours
Last updated: 3 November 2022
Further information
- Texts
Prescribed texts
- Specialist materials will be made available via the LMS;
- Corporations Law: A Custom Publication for Melbourne Law School (LexisNexis Butterworths, 2018 edition);
-
Corporations Act (latest edition). This legislation is available in the following formats (any of the below is sufficient for this subject):
- LexisNexis Butterworths: publishes a single volume "Australian Corporations Legislation" annually;
- LawBook Co (Thomson): publishes a single volume "Corporations Legislation" annually;
- CCH: publishes a two-volume "Australian Corporations and Securities Legislation Pack" annually. Volume 1 (which is sufficient for this subject) is available for separate purchase.
- Related Handbook entries
This subject contributes to the following:
Type Name Course Juris Doctor - Available through the Community Access Program
About the Community Access Program (CAP)
This subject is available through the Community Access Program (also called Single Subject Studies) which allows you to enrol in single subjects offered by the University of Melbourne, without the commitment required to complete a whole degree.
Entry requirements including prerequisites may apply. Please refer to the CAP applications page for further information.
Additional information for this subject
If required, please contact law-admissions@unimelb.edu.au for subject coordinator approval.
- Available to Study Abroad and/or Study Exchange Students
This subject is available to students studying at the University from eligible overseas institutions on exchange and study abroad. Students are required to satisfy any listed requirements, such as pre- and co-requisites, for enrolment in the subject.
Last updated: 3 November 2022