Course Title: Corporations law

Part B: Course Detail

Teaching Period: Term1 2012

Course Code: LAW5201

Course Title: Corporations law

School: 650T TAFE Business

Campus: City Campus

Program: C6106 - Advanced Diploma of 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

Pre-requisites:

VU20111 Legal Process

Course Description

To provide skills and knowledge in the field of company and associations law as might be relevant to a person working in a legal office, financial institution, accounting office, government department or authority, or in the corporate section, who requires a thorough knowledge of company and associations law.

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:

VU20125 Corporations law


Learning Outcomes


1. Examine the development of company law, compare alternative business organisations with companies, contrast different types of companies.
2. Analyse the concept of corporate liability, including the principles of separate personality and the corporate veil.
3. 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.
4. Examine the nature and regulation of shares and shareholding, and members’ rights, obligations and remedies and examine the nature of members’ meetings.
5. Examine the nature and regulation of company finance, including the nature and regulation of shares and shareholding.
6. Analyse and assess the nature and regulation of a company management.
7. Analyse the regulation of company takeovers.
8. Examine the nature and reasons for external administration of a company.
9. Analyse the processes and purpose of liquidation and winding up of a company, and the consequences for the company and its creditors.
10. analyse the legal nature of incorporated associations.


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

6th February

Introduction. Define "Company". The development of company law, a comparison of alternative business organizations. 
Week 2
13th February
A comparison of various types of companies. The concepts of separate personality and the corporate veil.
 
Week 3
20th February
Company promoters and registration of companies.
Portfolio tasks 1 - 5 covering Learning Outcomes 1- 5, (Part 1) worth a total of 15% to be distributed between weeks 3 - 7 (inclusive).
Week 4
27th February
The Company’s internal governance rules. Dealings with Outsiders. 
Week 5
5th March
Dealings with outsiders. Role of Directors. 
Week 6
12th March
Shares and shareholding. Members rights, obligations and remedies. .
 
Week 7
19th March
Members rights,obligations and remedies. Members meetings. The nature and regulation of company finance, debentures and charges. 
Week 8
26th March
The nature and regulation of company finance, debentures and charges. 
Week 9
2nd April
Class test (Open Book). Class test 1 worth 35% on Learning Outcomes 1 - 5 (inclusive). Open Book.
Portfolio tasks 1 - 5 (Part 1) worth 15% to be submitted with Assignment Cover Sheet

 


 Mid semester break 5th April - 11th April
 
Week 10
16th April
 Directors, Company managementPortfolio Tasks 6 - 9 covering Learning Outcomes     6 -10, (Part 2), worth a total of 15%, to be distributed between weeks 10 - 13 (inclusive).
 Week 11
23rd April
Takeovers 
Week 12
30th April
External Administration 
Week 13
7th May
External administration including liquidation and winding up.
 
Week 14
14th May
External Administration including liquidation and winding up. Incorporated associations.
 
Week 15
21st May
Class Test (Open Book)
Class test 2 worth 35% on Learning Outcomes 6 - 10 (inclusive) Open Book
Portfolio tasks 6 - 9 (Part 2) worth 15% to be submitted with Assignment Cover Sheet
Week 16
28th May
Feedback/Deferred Assessments

 


 
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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/

Consumer Affairs Victoria http://www.consumer affairs.vic.gov.au


Overview of Assessment

Assessment will be by various methods as outlined for each of the learning outcomes. Learning outcomes may be assessed separately or together, and include tests, assignments, projects, presentations, case studies and final exams.
 

Students are advised that they are likely to be asked to personally demonstrate their assessment work to their teacher to ensure that the relevant curriculum standards are being met. Students will be provided with feedback throughout the course to check their progress.


Assessment Tasks

1. Written Test 1 (Covering learning outcomes 1-5) - 35%
2. Written Test 2 (Covering learning outcomes 6-10) - 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 5 - 15%
Part 2 covering Learning Outcomes 6 to 10 - 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 1Portfolio
Part 1
Test 2Portfolio Part 2
1) Examine the development of company law, compare alternative business organizations with companies, contrast different types of companies.
XX  
2) Analyse the concept of corporate liability, including the principles of separate corporate personality and the corporate veil.XX  
3) 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.
XX  
4) Examine the nature and regulation of shares and shareholding, and members’ rights, obligations and remedies and examine the nature of members meetings.. XX  
5) Examine nature and regulation of company finance, including the nature and regulation of shares and shareholding.
 XX  
6) Analyse and assess nature and regulation of company management  X  X
7) Analyse regulation of company takeovers  X  X
8) Examine the nature and reasons for external administration of a company  X  X
9) Analyse processes and purpose of liquidation and winding up of a company and the consequences for the company and its creditors  X 
 X
10) Analyse the legal nature of incorporated associations.  X  X

Course Overview: Access Course Overview