Course overview
This course will provide an understanding of the unenacted and enacted laws relating to partnerships and corporations and to further develop the application of legal methodology in problem solving. Definition and characteristics of partnerships, formation of partnerships, relations of partners inter se and fiduciary obligations. Relations with outsiders. Dissolution of partnerships. The role of corporations law in the Australian legal system; the history of corporations law leading to the development of the modern limited liability company; the national system of legislation. The incorporation process; the separate entity theory; the corporate constitution. The legal position of persons dealing with corporations; pre-incorporation contracts; promoters and their obligations to the company; corporate liability for the acts of officers; corporate contracting; management contracts with the company. Capital structure and dividends. Corporate governance. Company directors, officers and controllers: common law, equitable and statutory duties. Shareholders' rights and obligations; common law, equitable and statutory remedies.
Course learning outcomes
- Apply the Law of Partnership and major aspects of Corporate Law, demonstrated through the ability to identify and explain the key principles within the area.
- Explain how social, economic, political and moral environments influence corporate law.
- Apply analytical thinking, and problem-solving and communication skills in both written and oral contexts.
- Demonstrate Business Enterprise Skills: i) Problem Solving (intermediate level); and ii) Ethical Awareness (intermediate level).
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