Handbook : Unit informationEdith Cowan University

Faculty of Business and Law

School: Law and Justice

This unit information may be updated and amended immediately prior to semester. To ensure you have the correct outline, please check it again at the beginning of semester.

• Unit Title

  Principles of Contract and Corporate Law in Business

• Unit Code

  LAW6501

• Year

  2015

• Enrolment Period

  1

• Version

  1

• Credit Points

  20

• Full Year Unit

  N

• Mode of Delivery

  On Campus
  Online

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Description

Australian corporate law, which with the cooperation of the States achieved in 2001 a truly national character with the advent of the Corporations Act 2001 (Cth), has experienced many challenges and significant changes in recent decades. Not the least of these changes has involved regulatory requirements of arguably increasing severity on the decision makers of companies, especially directors. It has been said that business participants who ignore (or are ignorant of) their rights, responsibilities, risks and the law generally do so at their own peril. Accordingly, with these important issues in mind, this unit aims first to provide post graduate business students with a general knowledge of key principles of the Australian legal framework and commercial law environment including an introduction to the law of contract and the law of business organisations generally. The unit then examines the Australian corporate law framework in some detail, with particular attention paid to the nature and application of the key statutory and general law principles relating to companies and corporate governance within the context of the business environment in Australia, and the risks, responsibilities and regulation of corporate participants. The unit concludes with an introductory study of the principles of corporate insolvency and liquidation law.

Learning Outcomes

On completion of this unit students should be able to:

1. Apply such skills and knowledge to achieve a mastery of the key principles, theories and issues in the specified areas of commercial and corporate law, primarily those relating to proprietary companies (refer 'unit content', below).
2. Apply such skills and knowledge to investigate, analyse and synthesise the ideas, concepts and problems within the overall structures and forms of the body of commercial and corporate law studied in the unit.
3. Combine those skills with a knowledge of commercial and corporate law principles and case-law developed through evaluation and critical reflection.
4. Critically reflect on the key principles, theories and issues of the legal environment of commerce, with particular reference to key aspects of the Australian legal system, the law of contract and the law of business organisations.
5. Demonstrate that understanding to justify and interpret commerce and corporate law propositions, issues and problems in their written answers to questions, given under exam conditions and with access only to the Corporations legislation.
6. Have developed the necessary technical and communication skills to navigate their way around the current Corporations Act.

Unit Content

1. Corporate share capital and its variation.
2. Directors: their duties, risks and responsibilities.
3. First principles of corporate insolvency and an introduction to liquidation law.
4. First principles: The Australian legal framework and business environment.
5. Members: their shares, rights and remedies.
6. Organisations of business and the Australian corporate law framework, with particular reference to proprietary companies.
7. Principles of Incorporation: features, effects and procedures of incorporation.
8. Principles of corporate governance and responsibility.
9. Principles of the common law of Contract, and an introduction to statutory initiatives in contract law.
10. The corporate constitution and corporate meetings: features, internal regulation and procedures.

Additional Learning Experience Information

On-campus students attend a weekly three-hour seminar per week which will include the following learning modes: a lecture component aimed at providing students with the knowledge of the important principles of commercial and corporate law, and the provisions of the Corporations Act relevant to the course, and a tutorial component aimed at further developing knowledge and insight through revising legal principles of commercial and corporate law and the provisions of the Corporations Act proposed in the lectures and applying them to hypothetical cases and theoretical questions. Off-campus students: The unit is delivered on-line with lecture notes and tutorials available via Blackboard. Regular online access is required.

Assessment

GS1 GRADING SCHEMA 1 Used for standard coursework units

Students please note: The marks and grades received by students on assessments may be subject to further moderation. All marks and grades are to be considered provisional until endorsed by the relevant Board of Examiners.

Text References

• ^ Lipton, P., Herzberg, A., & Welsh, M. (2013). Understanding company law (17th ed.). Sydney: Thompson Reuters.
• ^ Corporations legislation (2014 ed.). Sydney: Thompson Reuters.
• Latimer, P. (2014). Australian business law (33rd ed.). Sydney: CCH Australia.
• Hanrahan, P., Ramsay, I., & Stapledon, G. (2013). Commercial applications of company law (14th ed.). Sydney: CCH Australia.
• Lindgren, K. E. (2011). Vermeesch and Lindgren's business law of Australia (12th ed.). Sydney: LexisNexis.
• Pentony, B., Graw, S., Lennard, J., Parker, D., & Whitford, K. (2012). Understanding business law (6th ed.). Sydney: LexisNexis.
• Harris, J., Hargovan A., & Adams, M. (2011). Australian corporate law (3rd ed.). Sydney: LexisNexis.

^ Mandatory reference

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