Course Title: Define and research the application of corporations law
Part B: Course Detail
Teaching Period: Term1 2020
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: Callie Harvey
Course Contact Phone: +61 3 9925 5772
Course Contact Email: callie.harvey@rmit.edu.au
Name and Contact Details of All Other Relevant Staff
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:
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:
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 thought various technology platforms and include your contribution to wikis and discussion threads, reflective journals, quizzes and interactive sessions. The collaborative classroom based activities will include group discussion, 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
Course Schedule: LAW5723 Define and research the Application of Corporations Law, Semester 1, 2020 | ||
Week No. |
Topic: |
Assessment tasks |
|
1 February 10 |
Nature and sources of company law. The concepts of separate personality and the corporate veil Basic corporations law terms |
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|
2 February 17 |
Comparison with other business organisations. Incorporated Associations |
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3 February 24 |
The different types of companies Promoters Role of ASIC. |
Assessment Task 1 Task 1 to be distributed. Due to be submitted in Week 6 |
|
4 March 2 |
Registration of companies, Internal governance/the company constitution, Introduction to directors |
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|
5 March 9 |
Dealings with outsiders Shares and Shareholding |
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6 March 16 |
Shares and Shareholding, Members rights, obligations and remedies, Members meetings |
Assessment Task 1 to be submitted You will receive the feedback in week 8. If required, resubmission for this assessment is due by the end of week 9. |
|
7 March 23 |
Company Finance, share issues, debentures and charges |
|
|
8 March 30 |
Company management – Directors, company officers |
Assessment Task 2 to be distributed. Due Week 11 |
|
9 April 6 |
Company management – Directors, company officers |
|
Mid-Semester Break | ||
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10 April 20 |
Takeovers |
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11 April 27 |
External Receivership |
Assessment Task 2 to be submitted You will receive the feedback in week 12. If required, resubmission for this assessment is due by the end of week 13. |
|
12 May 4 |
External Administration |
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13 May 11 |
External Liquidation/Winding Up |
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14 May 18 |
Revision |
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15 May 25 |
Open Book Test |
Open Book Test 2 hours plus 10 minutes reading time on topics in weeks 8 to 14 You will receive the feedback in week 16. If required, resubmission for this assessment is due by the end of week 17. |
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16 June 1 |
Feedback and Resubmissions/resits |
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17 June 8 |
Grade Entry |
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Learning Resources
Prescribed Texts
References
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
All 3 Assessment Tasks must be satisfactorily completed in order for you to be deemed competent in this course.
Assessment Task 1: Written Report
Due: Sunday, 22 March 2020
This aim of this assessment is for students to investigate aspects of the regulation of corporations’ law in Australia and to submit a written report on a number of corporations’ law principles and concepts. The topics for this assessment task cover classes 1 – 4 with the exception of company directors and officeholders and covers Elements 1, 2, 3 and 10.
Assessment Task 2: Individual Questions and Research Activities
Due: Sunday, 3 May 2020
This assessment contains a series of individual questions and research activities and is based upon the following topics, namely, Shares & shareholding, Members rights, obligations & remedies, Members meetings, Company Finance, Share Issues, debentures and charges.
Assessment Task 3: Open Book Test
Due: Wednesday, 27 May 2020
This open book test will consist of 9 questions. Answers should refer to the relevant sections of legislation and quote cases to support your views.
Assessment Matrix
The assessment matrix that maps all the assessments is available on Canvas.
Other Information
Submission Requirements
- 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 a footer with your name, student number, the title of the assessment, unit code and title and page numbers.
Resubmissions (VET Programs)
If you are found to be unsuccessful (Not satisfactory/Unsatisfactory) in a Course Assessment Task 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.
Penalties for Late Submission
Late submissions of assignments without special consideration or extension will automatically be considered a re-submission (see above).
Extensions, Special Consideration and Adjustment to Assessments
Extensions:
Extensions are available for unforeseen circumstances of a short-term nature.
An application form must be submitted to the school at least one working day before the due date of the assessment.
Extensions can be approved for a maximum of one week (seven calendar days) past the due date for an assessment. (Where students need an extension exceeding one week they must instead apply for special consideration.)
Special consideration:
Special consideration is available for unexpected circumstances outside students’ control. These include but are not limited to: unexpected short-term ill health, and unavoidable family, work, cultural or religious commitments.
An application for special consideration is made in advance of an assessment wherever possible but will normally be accepted within five working days after the assessment date
For more information, see the Special Consideration page of the RMIT website.
Adjustments to Assessment:
RMIT provides several adjustments to assessment for students experiencing ongoing or long-term circumstances. Find the right one for your circumstances here.
Changes to the Assessment Scheme
Where a change to assessment approved by the dean/head of school changes an assessment due date, students will be given at least five working days’ notice of the new due date.
Feedback
You can expect to receive marks and feedback on in-course assessment work in time to improve your performance in related assessment tasks later in the course.
Academic Integrity and Misconduct
Students demonstrate academic integrity in their assessment practices by:
- engaging with assessment activities in an honest way;
- providing accountability for the authorship and originality of work submitted;
- acknowledging the work of others and the re-use of original work.
Academic misconduct is addressed in accordance with the Student conduct policy
Assessment involving research with human participants, their information or their tissue, or animal subjects is carried out in accordance with the Staff ethics and integrity policy.
For further information see the Academic Integrity website.
Review and Appeal
A student may request a review of an assessment result or appeal a final course grade in accordance with the Conduct of assessment and appeals section of the Assessment Processes.
Grade Criteria
You must demonstrate that you have all the required skills/knowledge/elements in the unit of competency you are studying.
The following grades are available for this course.
CA - Competency Achieved
NYC - Not Yet Competent
DNS - Did Not Submit for assessment
Course Overview: Access Course Overview