Course Title: Corporations Law

Part B: Course Detail

Teaching Period: Term2 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

Class Teacher : Andrew Webster

Telephone :9925 5458

Email : andrew.webster@rmit.edu.au

Room :108.13.13 (Level 13)

Consultation Times :2.30 - 4.30 Tuesday

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

WeekTopicAssessment
Week 1 – 5th JulyDefine “company.” The development of company law, a comparison of alternative business organisations. 
 Week 2 –12th July A comparison of various types of companies. 
 Week 3 – 19th JulyCompany promoters and registrations 
 Week 4 – 26th July The company’s internal governance rules
Dealings with outsiders
 
 Week 5 –2nd Aug Dealings with outsiders
Shares and shareholding
 
 Week 6 –9th Aug Shares and shareholding
Members’ rights, obligations and remedies
 
 Week 7 –16th Aug Members’ rights, obligations and remedies
The nature and regulation of company finance
 
 Week 8 – 23rd Aug Class Test 1 (Open Book) Test on Learning Outcomes 1 to 4- 35%
 Mid-semester break 31Aug -04 Sept 
 Week 9 -6th Sept Practical Placement - No Class

Part 1 Portfolio worth 15% due in at Level 13 with Assignment Attachment Form completed
 Week 10 – 13th Sept Company Management 
 Week 11 – 20th Sept  –  Company Takeovers 
 Week 12 –27th Sept External Administration  
 Week 13 –4th Oct Liquidation 
 Week 14 –11th Oct Liquidation 
 Week 15 –18th Oct Associations
 
 Week 16 –25th Oct Revision 
 Week 17-1st Nov Class test 2 (Open Book)  Test on Learning Outcomes 5-9 - 35%
Part II Portfolio worth 15% due in at Level 13 with Assignment Attachment Form completed
 Week 18- 8th Nov Feedback/ Deferred Assessments 


Learning Resources

Prescribed Texts

Company Law” by Russell Hinchy and Peter McDermott, 2nd Edition PEARSON Prentice Hall ISBN 9781442503229


References

Lipton P and Herzberg A “Understanding Company Law,” 13th edition, The Lawbook Company
Hanrahan P, Ramsay I and Stapleton G, ”Commercial Applications of Company Law,” CCH, Australia
Ford HAJ and Ramsay RP “Ford’s Principles of Company Law.” Butterworths, Australia.
Woodward S, Bird H and Sievers S “Corporations Law :In Principle” Lawbook Company


Other Resources


Overview of Assessment

Assessment consists of written tests and assignments


Assessment Tasks

Assessment:

1. Written Test 1 (covering Learning Outcomes 1 to 4) - 35%
2. Written Test 2 (covering Learning Outcomes 5 to 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 the 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 I covering Learning Outcomes 1 to 4  - 15%
    Part II 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 assessment and have a total mark of not less than 50%


Assessment Matrix

Learning Outcomes Test 1PortfolioTest 2
1. Specify and analyse the development of 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. X X 
 3. Examine nature and regulation of shares and shareholdings, members’ rights, obligations and remedies. X X 
 4. Examine nature and regulation of company finance X X 
 5. Analyse and assess nature and regulation of company management  X X
 6. Analyse regulation of company takeovers.   X X
 7. Examine the nature and reasons for external administration of a company  X X
 8. Analyse processes and purpose of liquidation and the consequences for the company and its creditors.  X X
 9. Analyse the legal nature of associations, the powers, duties and liabilities of members and office bearers.  X X

Course Overview: Access Course Overview