LAWS13009 - CORPORATIONS LAW

TERM 1 – 2021

ASSESSMENT 1 - ONLINE GROUP DISCUSSION

Weighting: 10% of overall final mark.

Closing date: The relevant forum will be available on the Moodle site early in the term and will be kept open for contributions until 11.59pm on Tuesday 30 March 2021.

NO EXTENSIONS: The online forum will shut down at the time and date stated above and will be inaccessible. Since the task is a discussion intended to involve other students, no extensions of time will be allowed.

Referencing: Australian Guide to Legal Citation (4th ed).

Plagiarism The university’s plagiarism policy will also be strictly enforced. If plagiarism is found, a minimum penalty is likely to be zero marks for the assessment. It could be worse.

Preliminary tasks.

Acquaint yourself with the nature of business organisations in Australia and the general

framework and rules under which they operate and are established. (Consider the early modules of the course for guidance).

Instructions for assessment task.

A. Make at least one original contribution (maximum 700 words) to the relevant Moodle forum

answering all parts of the questions detailed in (1) and (2) below.

B. Read the contributions made by other students and contribute your own comments and observations on TWO student advices. Refer to part (3) for details on what to do. Follow up any discussion generated by this. (maximum 300 words).

Assessment tasks.

Penny Taker, Principal Lawyer from CQU Lawyers has received instructions from Jackson Kennedy in relation to possible business structures for a new small business opportunity. At the CQU Lawyers staff meeting, Penny provided you and your colleagues the following information:

· Jackson wants to set up a small business with his friend David Brucedom.

· Jackson and David have known each other since primary school and regularly go fishing and camping when they can. They are good mates.

· Jackson and David are both electricians by trade and want to specialise in a business providing outside garden lighting creations. They want to be in control of the business.

· Jackson is happy to work with David in the business. If the business is successful, they may need to involve other people to accommodate the business growth.

· Jackson has worked hard all his life, saved his money, and also invested wisely. He has quite a substantial amount of personal assets. He wants to protect his personal wealth. David has not been frugal and has spent his money on expensive chartered fishing trips and bad investments.

· Jackson is here (on his own) seeking advice and knows that David is seeking his own independent legal advice from another law firm.

· Penny has asked that you draft a file note addressing the following the questions listed below. Penny has told you that your file note needs to be thoroughly researched and will be put on the staff intranet (Moodle) for colleagues comments and her review.

(1) Your Principal Supervisor Penny wants you to research possible business structures suitable for Jackson’s business venture. Firstly, you are to advise Penny succinctly of the various appropriate business structures that Jackson could consider. (1 mark)

(2) Then in your research file note to Penny, compare and contrast the advantages and disadvantages of TWO business structures detailing:

(a) How to establish the business structures, the cost effectiveness and simplicity of setting up each of the business structures.

(b) Consideration of liability.

(c) The maximization of profits.

(d) The possible expansion of the business to include other family members or investors.

(e) You MUST advise what you recommend as the most appropriate business structure for your client Jackson. In your advice, you must be able to justify your recommendation.

(7 marks)

In question (2) you must reference authoritative sources.

(3) Review the advice of TWO colleagues (students) and discuss (on the discussion forum) whether you agree or disagree with the final recommendation of the most appropriate business structure and why. (2 marks)

You may have recommended the same or a different structure (which is possible). What is required is your analysis of those advices.

Also, please be mindful that in question (3) non-analytical comments like, “I read your advice and found it interesting”, though permissible and polite, will not generate marks. As a legal exercise, (not a social chat) your colleagues in the law firm will want to see a reasoned comment that evaluates the significance of the component parts of their advice.

Comments regarding marking criteria.

A. This is an exercise in professional research and your contributions must be of a professional

quality. In particular, contributions must be properly referenced (using AGLC 4) to authoritative sources such as primary sources – section numbers for statute law, and case authorities for judge-made law. The original source must also be credited where you have taken an idea from someone else.

B. The core of the assessment is comparative analysis of the law relating to business structures

Comparative analysis means that it is NOT about just reciting information. The marker will consider how much analysis you have put into your comparisons and contrasts. Finding subtle differences that have practical implications is one way of showing such analysis. Considering your client’s instructions is important. Generally, legal differences do not mean much unless they have practical implications, so contributions that demonstrate plausible ideas about practical implications of legal rules will be well regarded.

C. Since the exercise is a group discussion, your original contribution should be posted early

enough for others to comment on it if they wish. Last-minute contributions will not be well

regarded, and they will be scrutinised very carefully since other students had no opportunity

to critique them.

D. If your original contribution does generate some response, your follow-up comments will be

taken into account in marking, so long as they provide further insight or analysis and/or

address issues raised by the responder.

E. When commenting on someone else’s contribution, the value of what you say may depend

on the extent of the research, you have done on the topic, so demonstration of such research will

be well regarded. However, analytical comments about other students’ contributions may be

appropriate without research if they show some personal insight or argument.

Assessment 1 Rubric – Online group discussion 10%

HD High Distinction

Demonstrates imagination, originality or flair, based on proficiency in learning outcome two of the unit; work is interesting or surprisingly exciting, challenging, well-read or scholarly. Composite mark in the range 84.50% and above (85 – 100% when rounded to the nearest integer).

D Distinction

Demonstrates awareness and understanding of deeper and less obvious aspects of the unit, such as ability to identify and debate critical issues or problems, ability to solve non‐routine problems, ability to adapt and apply ideas to new situations, and ability to invent and evaluate new ideas. Composite mark in the range of 74.50 – 84.49% (75 – 84% when rounded to the nearest integer).

C Credit

Demonstrates ability to use and apply fundamental concepts and skills of the unit, going beyond mere replication of content knowledge or skill to show understanding of key ideas, awareness of their relevance, some use of analytical skills, and some originality or insight. Composite mark in the range of 64.50 – 74.49% (65 – 74% when rounded to the nearest integer).

P Pass

Demonstrates the learning outcomes of the unit, such as knowledge of fundamental concepts and performance of basic skills; demonstrates sufficient quality of performance to be considered satisfactory or adequate or competent or capable in relation to learning outcome two of the unit. Composite mark in the range 49.50 – 64.49% (50 – 64% when rounded to the nearest integer). P

F Fail

Indicates failure to demonstrate learning outcome two of the unit or the student has not met the overall pass requirements for the assessment. Composite mark below 49.50% (50% when rounded to the nearest integer).

LAWS13009 – CORPORATIONS LAW

Term 1 2021

ASSESSMENT 2 – INDIVIDUAL ASSIGNMENT

Marks: 30% of the overall assessment for the unit

Submission: Online via Moodle. Assignments can never be submitted by email - they need to go through the Turnitin system in Moodle.

Format: One file in doc or docx (MSWord) format. Submissions in any other file format (e.g.zip) will be treated as a non-submission.

Word Limit: 2000 (excluding footnotes and heading). Footnotes should not have substantive materials in it). Marks will not be allocated to substantive content in footnotes.

Due date: 11.59pm, Tuesday 27 April 2021

Referencing: Australian Guide to Legal Citation (4th ed).

Extensions policy

The university policy on extensions of time will be strictly enforced. Extensions will only be considered if made via the online system and based on medical or compassionate grounds.

Any extension application should be made before the due date for submission.

Medical conditions should be supported by a medical certificate, and, since students are expected to start the assignment early, temporary, or last-minute conditions are usually not grounds for an extension. Professionals are expected to manage their time to meet their obligations, so work or personal commitments are insufficient grounds for an extension.

Plagiarism

The university’s plagiarism policy will also be strictly enforced. If plagiarism is found, a minimum penalty is likely to be zero marks for the assessment. It could be worse.

THE TASKS

Amy Jones is the Director of a small business. Since Covid-19, the business has taken a dive in profits and she is worried that the company may not be able to pay debts when they are due. She has heard that the Australian Government has introduced insolvency reforms for small business which came into effect this year. She is not sure if it applies to her company and she has come to your office (CQU Lawyers) for advice.

Your supervising partner John Joseph has spoken to Amy. John is aware that temporary insolvency protection measures ended on 31 December 2020, but he is not up to date with the new insolvency reforms for companies especially restructuring and liquidation processes for companies. He knows that there has been recent amendments (2021) to the Corporations Act 2001 (Cth) and perhaps Regulations but is not aware of the application or impact of these reforms.

John is terribly busy with urgent corporate matters and requires a concise and on point memo about these reforms. Your memo must not be more than 2000 words. John does not want you to cut and paste wads of legislation. Johns instructions are:

(a) The Australian Government introduced further insolvency reforms for small businesses on 1 January 2021. Discuss the legislative amendments in the Corporations Act 2001 (Cth), as it applies. Do not cut and paste legislation in your memo. Analyse, synthesise, and discuss succinctly these legislation reforms. (10 marks).

(b) Further to your discussion in part (a) critically analyse

(i) the historical reasons for the reforms introduction

(ii) where it applies and the purpose and proposed effect of the reforms

(iii) the advantages or disadvantages of these reforms to companies and in particular to your client Amy.

(15 marks).

When advising on (a) and (b) you should demonstrate your research skills and include in your research primary and secondary legal sources. Your critical analysis in part (b)(iii) should be more than the reforms were good or bad. In your reasoning you may or may not need further instructions from your client.

Your references should be in accordance with the Australian Guide to Legal Citation version 4. You should confine your advice to the questions being asked by your supervising partner.

(c) John now wants you to include a brief memo to your client. Assuming you have all the instructions needed from your client, advise Amy succinctly on what the changes mean for her as the Director of a company. Your brief note must be in plain English so that a lay client can understand your advice. (5 marks)

NOTE: Include BOTH memos in the one file.

INSTRUCTIONS

You can judge for yourself how to allocate the word count to parts (a), (b) and (c).

Tips on the memo structure

It can be structured as simply as:

TO: Supervising Partner (and to the client)

FROM: Your name.

DATE: due date of assessment.

RE: Insolvency reform advice.

Then in the body of the memo you submit your research advice.

Think of the reader – the style of writing should be appropriate to the ‘target’ audience. For example, in your advice to your supervising partner it must include legal citations. In your memo to the client, it must be in plain language. Both memos should be written professionally (more formal). Your advice should have headings, separate paragraphs for different concepts. Make sure you number each page. It is common in legal practice to use Arial or Times New Roman – 11 point font, with 1.15 or 1.5 line spacing. Make sure you proof read and spell check your work.

Then finally, sign off your advice, with your name.

Student Name

Trainee solicitor.

Assessment 2 Rubric – Individual assignment 30%

HD High Distinction

Demonstrates imagination, originality or flair, based on proficiency in learning outcomes one, three and four of the unit; work is interesting or surprisingly exciting, challenging, well-read or scholarly. Composite mark in the range 84.50% and above (85 – 100% when rounded to the nearest integer).

D Distinction

Demonstrates awareness and understanding of deeper and less obvious aspects of the unit, such as ability to identify and debate critical issues or problems, ability to solve non‐routine problems, ability to adapt and apply ideas to new situations, and ability to invent and evaluate new ideas. Composite mark in the range of 74.50 – 84.49% (75 – 84% when rounded to the nearest integer).

C Credit

Demonstrates ability to use and apply fundamental concepts and skills of the unit, going beyond mere replication of content knowledge or skill to show understanding of key ideas, awareness of their relevance, some use of analytical skills, and some originality or insight. Composite mark in the range of 64.50 – 74.49% (65 – 74% when rounded to the nearest integer).

P Pass

Demonstrates the learning outcomes of the unit, such as knowledge of fundamental concepts and performance of basic skills; demonstrates sufficient quality of performance to be considered satisfactory or adequate or competent or capable in relation learning outcomes one, three and four of the unit. Composite mark in the range 49.50 – 64.49% (50 – 64% when rounded to the nearest integer). P

F Fail

Indicates failure to demonstrate learning outcomes one, three and four of the unit or the student has not met the overall pass requirements for the assessment. Composite mark below 49.50% (50% when rounded to the nearest integer).

Task Instructions

1. Your answer must be submitted as a Word document and you must save the document on your computer using the following naming convention: SURNAME_First Name_LAWS13009 Take Home.

2. The word limit for this exam is 2000 words.

3. This exam is 6 hours duration only.

4. You must submit your answer to the Moodle page in the usual manner by 11:59 PM on the due date (Note this is Queensland AEST time) to be advised later in the term.

5. Submissions after the deadline has passed will not be accepted.

6. Failure to submit by the deadline will result in a mark of zero for this assessment as the paper will not be marked.

7. Extensions are not available for this take home exam.

8. Exam conditions apply to all take home exams.

9. Your answer must be your own work. You must not work with, assist, receive assistance from, copy from, discuss or share your work with other students.

10. Your work must not plagiarise the work indicating where the text is a direct quote from the original source and acknowledging the source of the work or idea.

11. Your answer must provide references for all sources relied upon in your work.

No Assessment Criteria