Company Law

Course code LAWS4005Units 10Level 4000Faculty of Business and LawNewcastle Law School

PREVIOUSLY OFFERED IN 2012, 2011, 2010, 2009, 2008, 2007, 2006, 2005, 2004

LAWS courses are only available to students enrolled in Bachelor of Laws (LAWS) degree programs.

This course provides students with an integrated understanding of the body of legal rules which regulate companies in Australia. Topics covered include the management and control of companies; the process by which companies transact; and the process by which companies are both initiated and brought to an end. Detailed consideration is also given to the notion of corporate personality; the means by which companies can be financed; and the rights of creditors, shareholders and other stakeholders. The rules regulating other business structures, including partnerships, are also considered.
In addition to detailed knowledge of this complex area of law, this course also provides students with an understanding of the principles and assumptions which underlie the way companies are regulated in Australia; the social and economic implications of this approach to corporate regulation; and the potential implications of challenging these theoretical assumptions. Contemporary developments in Company Law are considered in this light, and the implications of these developments for professional practice are explored.

Available in 2015

Callaghan CampusSemester 2
Previously offered in 2014
ObjectivesOn successful completion of this course you will be able to:

1. Explain the key aspects of the body of legal rules which regulate companies and other popular business forms in Australia, and contemporary developments in relation to this body of rules.

2. Describe the theoretical assumptions which underlie the way companies are regulated in Australia and the way changes to those assumptions might result in law reform.

3. Identify and articulate complex legal issues which arise in business practice and demonstrate advanced analysis of statutory provisions and case-law; sophisticated legal reasoning; and well-developed skills in creative thinking to
generate appropriate legal and practical responses to those issues

4. Conduct research into legal and policy issues relevant to one or more of the topics covered in the course.

5. Critically assess legal and policy analysis in academic journals and other secondary sources regarding the legal rules which regulate corporations.

6. Synthesise your critical assessment of the information and analysis found in relevant sources in order to interpret, critique and justify propositions about legal and policy issues relevant to the rules governing corporations.

7. Communicate (both verbally and in writing) arguments relating to the application of the rules governing corporations in ways that are effective, appropriate and persuasive for legal and non-legal audiences.
ContentThe following topics will be covered in the course:
- Corporations, markets, lawyers and power
- Partnership
- Comparing different legal structures for operating a business
- The process of incorporation, corporate personality and piercing the corporate veil
- Governing the corporation
- Meetings
- Duties of directors and officers: Duty of care, skill and diligence and the duty of good faith
- Corporate finance
- External Administration
- Binding the corporation in contract
- Members remedies
Replacing Course(s)n/a
Industrial Experience0
Assumed KnowledgeLAWS1001A, LAWS1001B, LAWS1002A, LAWS1002B, LAWS2003A, LAWS2003B, LAWS3004A, LAWS3004B, LAWS4010 and LAWS4011
Modes of DeliveryInternal Mode
Teaching MethodsLecture
Assessment Items
Examination: ClassIn-class Examination
Essays / Written AssignmentsWritten Assignment
Examination: FormalFormal Exam Period
Contact HoursSeminar: for 2 hour(s) per Week for Full Term
Lecture: for 2 hour(s) per Week for Full Term
Compulsory Components
Requisite by EnrolmentThis course is only available to students enrolled in the Bachelor of Laws and associated combined degree programs or the Bachelor of Laws (Honours) and associated combined degree programs.
Timetables2015 Course Timetables for LAWS4005