Course Title: Corporations Law

Part B: Course Detail

Teaching Period: Term1 2011

Course Code: LAW5136

Course Title: Corporations Law

School: 650T TAFE Business

Campus: City Campus

Program: C6070 - Advanced Diploma of Business (Legal Practice)

Course Contact : Andrew Webster

Course Contact Phone: +61 3 9925 5458

Course Contact Email:andrew.webster@rmit.edu.au


Name and Contact Details of All Other Relevant Staff

Nominal Hours: 51

Regardless of the mode of delivery, represent a guide to the relative teaching time and student effort required to successfully achieve a particular competency/module. This may include not only scheduled classes or workplace visits but also the amount of effort required to undertake, evaluate and complete all assessment requirements, including any non-classroom activities.

Pre-requisites and Co-requisites

LAW5040 Legal Process [VBM898]

Course Description

This module covers types of companies and development of company law, companies and alternative business structures, regulation of companies, company promoters and pre-registration contracts, company constitution/replaceable rules, a company’s dealings with outsiders, registration of a company, membership – rights, obligations and remedies, capital raising by a company, company management, company takeovers, external administration, winding up and associations.

If you are undertaking this course in Melbourne from semester 2, 2012 onwards your teacher will advise you if you require access to a computer for the course. It is recommended that you have access to a mobile computing device to allow greater flexibility in terms of where you can work on campus outside class times.


National Codes, Titles, Elements and Performance Criteria

National Element Code & Title:

VBM910 Corporations Law


Learning Outcomes


1. Specify and analyse the development of company law, compare alternative business organisations with companies, and contrast different types of companies.
2. Determine, specify and assess the authority, duties and liabilities of company promoters, the nature of a company’s internal governance rules, and specify and apply the procedure necessary to register a company.
3. Examine the nature and regulation of shares and shareholding, and members’ rights, obligations and remedies.
4. Examine the nature and regulation of company finance.
5. Analyse and assess the nature and regulation of company management.
6. Analyse the regulation of company takeovers.
7. Examine the nature and reasons for external administration of a company.
8. Analyse the processes and purpose of liquidation and winding up of a company, and the consequences for the company and its creditors.
9. Analyse the legal nature of associations, and the powers, duties and liabilities of members and office bearers.


Details of Learning Activities

Students will study the principles of Company and Associations Law in class sessions, practical sessions and through prescribed exercises and assessment work. These concepts will also be explored through the investigation of the application in the real world and simulated environments


Teaching Schedule

Week 1

7th February

Define "Company". The development of company law, a comparison of alternative business organisations. 
Week 2
14th February
A comparison of various types of companies 
Week 3
21st February
Company promoters and registration 5 Portfolio tasks 1 - 5 on Learning Outcomes 1- 4, (Part1) worth a total of 15% to be distributed between weeks 3 - 8 (inclusive).
Week 4
28th February
The Company’s internal governance rules. Dealings with Outsiders. 
Week 5
7th March
Dealings with outsiders. Role of Directors. 
Week 6
14th March
Shares and shareholding. Members rights, obligations and remedies. 
Week 7
21st March
Members rights,obligations and remedies. Th nature and regulation of company finance, debentures and charges. 
Week 8
28th March
The nature and regulation of company finance, debentures and charges. 
Week 9
4th April
Class test (Open Book).  Class test 1 worth 35% on Learning Outcomes 1 - 4 (inclusive). Open Book.

Week 10

11th April

 Directors, Company management Part 1 Portfolio tasks worth 15% to be submitted with assignment cover sheet
Week 11
18th April
 Takeovers4 Portfolio Tasks, 6 - 9 on Learning Outcomes 5 -9, (Part 2), worth a total of 15%, to be distributed between weeks 11 - 15 (inclusive).
 Mid Semester Break 21st April - 27th April 
Week 12
2nd May
External Administration 
Week 13
9th May
External administration 
Week 14
16th May
External Administration 
Week 15
23rd May
Associations 
Week 16
30th May
Class Test (Open Book).

 Class test 2 worth 35% on Learning Outcomes 5 - 9 (inclusive). Open Book.

Part 2 Portfolio tasks worth 15%, to be submitted with Assignment Cover Sheet.

Week 17
6th June
 Feedback/Deferred Assessments.


Learning Resources

Prescribed Texts

"Company Law", Hinchy, R & McDermott, P. 2nd edition. Pearson Prentice Hall

9781442503229


References

Lipton, P & Herzberg, A. "Understanding Company Law", 13th editions. The Law Book Company
Hanrahan, P, Ramsay, I & Stapleton, G. "Commercial Applications of Company Law". CCH Australia
Ford, H & Ramsay, R. "Ford’s Principles of Company Law". Butterworth’s Australia
Woodward, S, Bird, H & Sievers, S. "Corporations Law in Principle". The Law Book Company


Other Resources

Australian Securities and Investment Commission http://www.asic.gov.au

Australian Legal Information Institute http://www.austlii.edu.au/

Centre for Corporate Law and Securities Regulation http://cclsr.law.unimelb.edu.au/


Overview of Assessment

Assessment consists of written tests and assignments


Assessment Tasks

1. Written Test 1 (Covering learning outcomes 1-4) - 35%
2. Written Test 2 (Covering learning outcomes 5-9) - 35%

The written tests, under open book conditions, will focus on the student’s ability to solve problems and provide meaningful solutions to a set of questions asked of them. The tests will be conducted in the classroom and will cover the elements set out in the learning outcomes.

3. Portfolio

The portfolio will be based on a collection of newspaper, magazine, journal articles, statutory and/or regulatory documents relating to any of the learning outcomes. Students are expected to determine and set out legal issues set out in the articles and/or to complete the tasks set by the teacher, for example but not limited to, answering questions, filling out documents.
The portfolio will be divided into two parts as follows;
Part 1 covering Learning Outcomes 1 to 4 - 15%
Part 2 covering Learning Outcomes 5 to 9 - 15%

The student will be required to undertake research and assessment practice outside of regular class times. Homework exercises are provided to the student to facilitate their learning in a self-paced manner and form part of the overall achievement of the learning outcomes in this course. Students are reminded that they are expected to conduct an equal amount of time outside of class, research and furthering their understanding of the concepts being taught, as they do in class to be deemed to have passed this course.

To pass this course, students must satisfactorily complete all assessments and have a total mark of not less than 50%


Assessment Matrix

Learning outcomesTest 1PortfolioTest 2
1) Specify and analyse the development of the company, compare alternative business organisations and contrast different types of companiesXX 
2) Determine, specify and assess authority, duties and liabilities of promoters, the nature of a company’s internal governance rules, specify and apply procedure for registration of company.
XX 
3) Examine nature and regulation of shares and shareholdings, members’ rights, obligations and remedies. XX 
4) Examine nature and regulation of company finance XX 
5) Analyse and assess nature and regulation of company management XX
6) Analyse regulation of company takeovers XX
7) Examine the nature and reasons for external administration of a company XX
8) Analyse processes and purpose of liquidation and the consequences for the company and its creditors XX
9) Analyse the legal nature of associations, the powers, duties and liabilities of members and office bearers XX

Course Overview: Access Course Overview