Company Law

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Abstract

This subject surveys the law governing the formation, regulation and termination of companies in Australia within the context of modern commercial practice. The internal operation of companies is discussed, particularly the role of members, meetings, the corporate constitution, the board of directors, and the duties of corporate directors and other officers. The topic of separate corporate personality is also discussed. In addition, students are introduced to contemporary legal and ethical issues in respect to corporate reporting and fundraising, along with the Australian Securities and Investments Commission.

Syllabus

History of the development of the corporate form and the evolution of Australian corporate lawThe Incorporation Process (registration) including entering a legal relationship prior to registrationCorporate personality: Separate legal entityThe Corporate Constitution and governance rulesCompany contracts, the administration of companies and management of the business of companiesThe company's liability in … For more content click the Read More button below.

History of the development of the corporate form and the evolution of Australian corporate law
The Incorporation Process (registration) including entering a legal relationship prior to registration
Corporate personality: Separate legal entity
The Corporate Constitution and governance rules
Company contracts, the administration of companies and management of the business of companies
The company's liability in contract, tort (both primarily and secondary (vicariously)) and under criminal law
Duties and liabilities of Directors and Officers under the common law, equity and statute
Share capital and membership, and protection of shareholders
Members' remedies
The regulation of major equity capital transactions such as capital reductions, share buy-backs and dividend payments
Corporate fundraising (prospectus disclosure obligations and liabilities) and new share capital
Corporate financing, and company credit and security arrangements
Dividends, financial reporting and auditors responsibilities to the company and investors
Protection of creditors (the maintenance of share capital)
Takeovers
External administration (voluntary administration, receivership, liquidation and winding up)

Learning outcomes

Upon successful completion of this subject, students should:

be able to demonstrate an in-depth understanding of the origins of companies and their role in society;

be able to engage critically with the Corporations Act 2001 (Cth) and the main case law relevant to its operation, including analysing the effect and operations of these laws on corporations and their stakeholders;

be able to demonstrate an informed understanding of a complex body of legal principles of corporate law and their relationship to the Australian legal landscape;

be able to identify and discuss the legal constraints imposed on different types of business structures, including partnerships;

be able to discuss the role of agency law, including the creation of agency and the duties and rights of an agent;

be able to demonstrate an in-depth understanding of the incorporation process;

be able to demonstrate an understanding of the reason behind the concept of separate legal personality;

be able to demonstrate an understanding of the roles, functions and duties of the board of directors, management and shareholders, and their relationships with other corporate stakeholders;

be able to interpret critically the rules of corporate governance, especially in respect to company financing and security arrangements;

10.

be able to analyse critically different types of companies, including not for profit entities, and reflect upon social policies underpinning this area of the law;

11.

be able to think critically, strategically and creatively in preparing advice on corporate legal matters;

12.

be able to demonstrate the application of legal principles relating to the management and control of a company, and the processes of winding up;

13.

be able to demonstrate professional communication skills through the development and presentation of a persuasive argument; and

14.

be able to understand different corporate governance structures, including Indigenous corporations.

Enrolment restrictions

Bachelor of Laws and the Bachelor of Laws/Criminal Justice students only.

Pre-requisite

Learning activities

LAW219