Course Title: Define and research the application of corporations law

Part B: Course Detail

Teaching Period: Term1 2019

Course Code: LAW5723

Course Title: Define and research the application of corporations law

School: 650T Vocational Business Education

Campus: City Campus

Program: C6141 - Advanced Diploma of Legal Practice

Course Contact: Robert Sheen

Course Contact Phone: +61 3 9925 5759

Course Contact Email: robert.sheen@rmit.edu.au


Name and Contact Details of All Other Relevant Staff

Andrew Webster

andrew.webster@rmit.edu.au

 

Nominal Hours: 50

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

None

Course Description

This unit describes the skills and knowledge required to apply areas of company and associations law in order to support relevant operations of a legal office, financial institution, accounting office, government department or authority or corporate section.

This unit supports the work of personnel engaged in the operation of a legal office, financial institution, accounting office, government department or authority, or associated fields within public and/or corporate sectors.


National Codes, Titles, Elements and Performance Criteria

National Element Code & Title:

VU21649 Define and research the application of corporations law

Element:

1.Research the development of company law

Performance Criteria:

1.1 Define a company and compare and contrast it with other types of business organisations with reference to sole proprietorship, partnership and trust 1.2 Analyse the development of company law in Australia, including the development of supplementary legislation and regulations 1.3 Analyse the administration of company law and the role of the Australian Securities and Investments Commission 1.4 Identify and distinguish the types of companies 1.5 Determine the nature of the types of companies and identify main differentiating features of types of companies

Element:

10.Analyse the legal nature of incorporated associations

Performance Criteria:

10.1 Specify and discuss the legal nature of unincorporated associations and distinguish these from companies and incorporated structures 10.2 Analyse the powers, duties and liabilities of members and office bearers of unincorporated associations 10.3 Analyse the legal consequences of incorporating an association

Element:

2.Analyse and apply the concept of corporate liability

Performance Criteria:

2.1 Assess, and discuss for application, the extent of liability to outsiders of companies and members of companies under the principle of separate corporate personality 2.2 Evaluate and discuss the significance of the corporate veil principle and its application by the courts 2.3 Research and discuss the advantages and disadvantages of the corporate veil principle in corporate and commercial practice, and contrast these from the legal positions of unincorporated businesses

Element:

3.Determine and apply the procedure to register a company

Performance Criteria:

3.1 Resolve the authority, duties and liabilities of a promoter of a company and discuss the law governing pre-registration contracts 3.2 Identify the steps relevant to the registration of a company, and associated requirements concerning: • application for registration • the company name • constitution or the replaceable rules • consent to act as director • registered office • certificate of registration / certificate of incorporation 3.3 Apply the procedure necessary to register a company and complete the steps required by ASIC 3.4 Analyse the nature of a company's internal governance rules, including the question of whether a company should adopt a constitution or utilise the replaceable rules

Element:

4.Identify and apply the regulation of shares and shareholdings

Performance Criteria:

4.1 Specify the nature and regulation of shares and shareholdings with reference to: • acquiring and ceasing membership • share capital • classes of shares • issue, allotment, transfer and transmission of shares • dividends • capital maintenance 4.2 Analyse the role and regulation of members' meetings, including the power to initiate a meeting, notice, voting and resolutions 4.3 Identify the rights, obligations and remedies of members

Element:

5.Examine and apply the regulation of company finance

Performance Criteria:

5.1 Specify and apply the nature and regulation of the sources of company finance, and compare their advantages and disadvantages 5.2 Analyse and apply the nature and regulation of capital raising through debentures and public securities 5.3 Identify the nature of raising capital from the public through the issue of company securities and describe and apply the disclosure requirements that govern their issue

Element:

6.Analyse and apply the regulation of company management

Performance Criteria:

6.1 Outline and evaluate the role and regulation of company directors 6.2 Analyse and discuss the role and regulation of board meetings, including the power to initiate a meeting, notice, voting and resolutions 6.3 Specify the role and duties of company secretaries and company's other officers 6.4 Identify the role of a company auditor

Element:

7.Analyse the regulation of company takeovers

Performance Criteria:

7.1 Specify when an acquisition of shares is prohibited or regulated 7.2 Identify the purposes for the regulation of takeovers 7.3 Classify the valid methods of share acquisition

Element:

8.Examine the reasons for external administration of a company

Performance Criteria:

8.1 Identify the nature of, and rationale for, a company being subject to a creditors' scheme of arrangement 8.2 Analyse why and when a receiver, receiver and manager, or controller may be appointed and the consequences for the company and other affected parties 8.3 Analyse why a company may undergo voluntary administration and the consequences for the company and other affected parties

Element:

9.Analyse and apply the processes of liquidation and/or winding up of a company

Performance Criteria:

9.1 Specify and discuss the reasons for winding up a company 9.2 Classify the different types of winding up and how they are initiated, with particular analysis of winding up in insolvency 9.3 Assess the process and effects of winding up a company 9.4 Identify and ensure the rights of secured and unsecured creditors under a winding up 9.5 Identify the manner of appointment of a company liquidator, their qualifications powers, duties and liabilities

Learning Outcomes



 


Details of Learning Activities

A range of learning activities are planned for this course including self-paced and collaborative classroom-based activities.

The self-paced activities will be delivered through various technology platforms and may include your contribution to wikis and discussion threads, reflective journals, quizzes and interactive sessions.

The collaborative classroom-based activities will include group discussions, group problem-solving activities and opportunities to practice your skills in a simulated/real workplace environment. We expect you to participate and contribute in all scheduled learning activities.


Teaching Schedule

Induction Session

Prior to training commencement a program level induction session will be conducted that comprises the following:

  • Program overview and requirements
  • MyRMIT/Canvas
  • Overview of assessment requirements
  • Pre-Training Review including:
    • Recognition of Prior Learning and Credit Transfers
    • Assessment of current skills and knowledge
  • Competency/Grading Criteria
  • Plagiarism
  • Appeals
  • Extensions
  • Feedback
  • Privacy
  • Submission requirements
  • Resubmission policy
  • Where to get support
  • Student responsibilities 

 

Week No.

Topic:

Assessment tasks

1

Nature and sources of company law.

The concepts of separate personality and the corporate veil

Basic corporations law terms

 

2

Comparison with other business organisations.

Incorporated Associations

 

3

The different types of companies

Promoters

Role of ASIC.

Assessment Task 2. 

Portfolio Part 1 to be distributed, due to be submitted in Week 7. Feedback will be provided by Week 9. Resubmission is due by Week 10.

4

Registration of companies, Internal governance/the company constitution, Introduction to directors

 

5

Dealings with outsiders

Shares and Shareholding

 

6

In class open book test on topics from classes 1 to 4 inclusive.

Assessment Task 1 Open book Test - 1 hour 30 minutes plus 10 minutes reading time. Feedback will be provided by Week 8. Resubmission is due by Week 9.

 7

Shares and Shareholding, Members rights, obligations and remedies, Members meetings

Assessment Task 2 Portfolio Part 1 to be submitted. 

8

Shares and Shareholding, Members rights, obligations and remedies, Members meetings

Company Finance, share issues, debentures and charges

 

9

Company management – Directors, company officers

Assessment Task 2 Portfolio Part 2 to be distributed, due to be submitted in Week 13. Feedback will be provided by Week 14. Resubmission is due by Week 16. 

10

Company management – Directors, company officers

 

11

Takeovers

 

12

External Administration

 

13

External Administration, Liquidation/Winding Up

Assessment Task 2 Portfolio Part 2 to be submitted

14

Liquidation/Winding Up, Revision

 

15

Final Test on topics from classes 9 - 14.

Assessment Task 3 - Final test Open book - 2 hours plus 15 minutes reading time. Feedback will be provided by Week 16. Resubmission is due by Week 16. 

16

Deferred assessments/Resubmissions

 

 

The nominal hours associated with this are a guide only and represent the total teaching time and student effort required to successfully complete this course.  This may include not only scheduled classes but also the amount of effort required to undertake, evaluate and complete all assessment requirements, including any non-classroom activities.

 


Learning Resources

Prescribed Texts


References

Anderson Colin, Dickfos Jennifer, Hyland Margaret, Nehme Marina, Dahdal Andrew, Corporations Law 5th Edition Lexis Nexis Butterworths – 2016.

Fitzpatrick Jeffrey F, Symes Christopher F, Veljanovski Angelo, Parker David, Business and Corporations Law 2nd Edition – 2014


Other Resources


Overview of Assessment

Critical aspects for assessment and evidence required to demonstrate competency in this unit

In order to demonstrate competency in this unit, you must provide evidence of:

• knowledge of corporate liability, including the principles of separate corporate personality and the corporate veil
• knowledge of authority, duties and liabilities of company promoters and pre-registration contracts legal requirements
• knowledge of the regulation of company finance in terms of shares and shareholding
• knowledge of powers, responsibilities and liabilities of parties involved in an external administration of a company
• assessing issues of company registration and governance and applying relevant regulations and provisions
• assessing issues of company takeovers, external administration and winding up, and applying relevant regulations and provisions
• knowledge of types of companies, registration, governance and liabilities
• knowledge of regulations concerning company takeovers, external administration, liquidation and winding-up
• knowledge of legal nature of incorporated associations
• knowledge of the nature and principles of relevant Corporations Law

Context for assessment

Assessment must ensure:

• activities are related to a legal practice context
• activities are related to laws, regulations and procedures currently operating across the jurisdictions relevant to this qualification

You are advised that you are likely to be asked to personally demonstrate your assessment work to your teacher to ensure that the relevant competency standards are being met.


Feedback

Feedback will be provided throughout the semester in class and/or online discussions. You are encouraged to ask and answer questions during class time and online sessions so that you can obtain feedback on your understanding of the concepts and issues being discussed.

You should take note of all feedback received and use this information to improve your learning effectiveness and final performance in the course.

Finally, you can email or arrange an appointment with your teacher to gain more feedback on your progress.


Assessment Tasks

 

Assessment 1 is an open book test - It covers the class topics from Weeks 1 – 4 inclusive. The test will comprise multiple choice, concept based and case study questions.

 

The time allocated is 1 hour 30 minutes plus 10 minutes reading time.

 

Assessment 2 Portfolio Tasks (Parts 1 and 2)

 

The aim is to encourage students to participate in classes and to reflect on the content. At the end of selected classes, students will be given a topic to reflect on or to research. Part 1 of your Portfolio Task is to be distributed in Week 3, Part 2 is to be distributed in Week 9.

 

At the end of Week 7, students will be required to submit Part 1 of their Portfolio.

 

As in other courses in which I am involved, I will continue to encourage students to improve their English expression. Accordingly, inappropriate grammar will result in deduction of marks e.g. don’t, can’t, could’ve or could of etc. I also believe we need to improve our ability to provide written advice. As you will be aware, I consider both of these skills to be essential in any legal or other workplace.

 

Part 2 of your Portfolio will be due at the end of Week 13 and the same procedure applies.

  

Assessment 3 is the final Open Book test the test will be conducted during your normal scheduled class time in Week 15.  This test assesses the topics covered in Weeks 9 - 14. The test will include multiple choice, concept based & case study questions. The time allocated is 2 hours plus 15 minutes reading time.

 

You must satisfactorily complete all assessment tasks in order to achieve competency.


Assessment Matrix

                                                                                                              

To achieve competency the student's performance is graded according to the following grading table.

CHD - Competent with High Distinction.

CDI - Competent with Distinction.

CC - Competent with Credit.

CAG - Competency Achieved - Graded.

NYC - Not Yet Competent.

DNS - Did Not Submit for Assessment

 

 

The assessment matrix that maps all the assessment is available on CANVAS.  

Other Information

 

Submission Requirements

 

You should:

 

  • Ensure that you submit assessments on or before the due date. 
  • Always retain a copy of your assessment tasks. (hard copy and soft copy)
  • When you submit work for assessment at RMIT University you need to use the Assessment task document that includes a declaration and statement of authorship.
  • Each page of your assessment should include footer with your name, student number, the title of the assessment, unit code and title and page numbers.

Late Submission Procedures

You are required to submit assessment items and/or ensure performance based assessment is completed by the due dates.

If you are prevented from submitting an assessment item on time, by circumstances outside your control, you may apply in advance to your teacher for an extension to the due date of up to seven calendar days.

More Information:  https://www.rmit.edu.au/students/student-essentials/assessment-and-exams/assessment/extensions-of-time-for-submission-of-assessable-work

Where an extension of greater than seven days is needed, you must apply for Special Consideration.  Applications for special consideration must be submitted no later than five working days after the assessment task deadline or scheduled examination.

More Information:https://www.rmit.edu.au/students/student-essentials/assessment-and-exams/assessment/special-consideration

Resubmissions (VET Programs):

If you are found to be unsuccessful in a particular Course Assessment Task (or you do not submit/attend) you will be allowed one resubmission.  Your teacher will provide feedback regarding what you need to do to improve and will set a new deadline for the resubmission. 

If you are still not meeting the assessment requirements you must apply to your Program Manager in writing outlining the steps you will take to demonstrate competence in your course. Your submission will be considered by the Program Team and you will be advised of the outcome as soon as possible.

Grading & re-submissions

Successful re-submissions will contribute a CAG only (Competency Achieved Grading) result to your overall grade for the course.

Adjustments to Assessment

In certain circumstances students may be eligible for an assessment adjustment. For more information about the circumstances under which the assessment arrangements might be granted please access the following website:

https://www.rmit.edu.au/students/student-essentials/assessment-and-exams/assessment/adjustments-to-assessment

 

Marking Guide (Competency):

 

You must demonstrate that you have all the required skills/knowledge/elements in the unit of competency you are studying.

 

You will receive feedback on each assessment task that will inform you about your progress and how well you are performing.

 

 

Marking Guide (Grading)

 

After achieving competency we then grade your performance in the unit and you will achieve one of the following grades:

 

Final Grades table:

 

 

CHD

Competent with High Distinction

 

 

CDI

Competent with Distinction

 

 

CC

Competent with Credit

 

 

CAG

Competency Achieved – Graded

 

 

CA

Competency Achieved – Not Graded

 

 

NYC

Not Yet Competent

 

 

DNS

Did Not Submit for assessment

 
       

 

 

Further information regarding the application of the grading criteria will be provided by your teacher.

 

Course Overview: Access Course Overview