Course overview
The course aims to provide students with a detailed introduction to core principles and framework of corporations law in Australia. The course will involve a study of both common law and statutory corporate law materials. Given that this area of law is heavily informed and shaped by statute, a close study will be made of relevant statutes, such as the Corporations Act 2001 and the ASIC Act 2001, as well as a study of regulations made under this legislation. The course will also look closely at the role and impact of the core regulator in this area, the Australian Securities and Investment Commission. Students who complete this course will be able to locate, understand and apply Australian corporations legislation and related case law to problems. The nature of the corporation and its differences from other forms of business organisation; The social and legal context of Australian corporations law; An introduction to the law of partnership and associations law; The structure and interpretation of the Corporations Act 2001 and the role and powers of ASIC; Incorporation and its effects, legal personality and limited liability; Company formation and the duties and liabilities of promoters; The corporate constitution and the Replaceable Rules; Corporate Liability in Contract, Tort and Crime; Rights of members and the place of meetings in the corporation; Corporate fundraising and debt capital; Accounts, auditors and dividends; An introduction to external administration and insolvency of companies.
Course learning outcomes
- Analyse and synthesise Corporate Law principles relating to the nature, formation and the winding-up of the corporation and the policy issues inherent in those principles emerging from the pertinent statute law, case law and secondary sources
- Interpret and apply partnership law principles and the concept of fiduciary duties.
- Apply Corporate Law principles to problems relating to corporations
- Define Corporate regulation and the work of regulatory or quasi-regulatory bodies such as the Australian Securities and Investments Commission and the Australian Securities Exchange
- Identify, understand and articulate key principles of Corporate Law in relation to the financing and governance of corporations and the policy issues inherent in those principles