Corporate Law (UniSA)

The course aims to provide students with understanding of the nature of the corporation and its differences from other forms of business organisation, including partnerships and associations, as well as the core principles and regulatory framework of corporate law in Australia. The course will involve a study of both common law and statutory materials. Given that this area of law is heavily informed and shaped by statute, a close study will be made of relevant statutes. Students who complete this course will be able to locate, understand and apply relevant Australian legislation and related case law to problems, and effectively and appropriately communicate the law. The nature of the corporation and its differences from other forms of business organisation including partnerships and associations; The social and legal context of Australian corporations 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; Share capital and debt capital; Directors' and officers' duties; Members' remedies; An introduction to external administration and insolvency of companies.