CQUniversity Unit Profile
LAWS13009 Corporations Law
Corporations Law
All details in this unit profile for LAWS13009 have been officially approved by CQUniversity and represent a learning partnership between the University and you (our student).
The information will not be changed unless absolutely necessary and any change will be clearly indicated by an approved correction included in the profile.
General Information

Overview

LAWS13009 Corporations Law examines the various business structures available under Australian law, with a particular focus on companies. Topics include partnerships, corporate personality; the incorporation process; the corporate constitution; company contracts; administration of companies and management of the business of companies; duties and liabilities of directors and officers; share capital and membership; members’ remedies; company credit and security arrangements; and winding up of companies. This unit meets the LPAB requirements for company law.

Details

Career Level: Undergraduate
Unit Level: Level 3
Credit Points: 6
Student Contribution Band: 10
Fraction of Full-Time Student Load: 0.125

Pre-requisites or Co-requisites

Prerequisite: 48 credit point of law

Important note: Students enrolled in a subsequent unit who failed their pre-requisite unit, should drop the subsequent unit before the census date or within 10 working days of Fail grade notification. Students who do not drop the unit in this timeframe cannot later drop the unit without academic and financial liability. See details in the Assessment Policy and Procedure (Higher Education Coursework).

Offerings For Term 1 - 2021

Online

Attendance Requirements

All on-campus students are expected to attend scheduled classes – in some units, these classes are identified as a mandatory (pass/fail) component and attendance is compulsory. International students, on a student visa, must maintain a full time study load and meet both attendance and academic progress requirements in each study period (satisfactory attendance for International students is defined as maintaining at least an 80% attendance record).

Class and Assessment Overview

Recommended Student Time Commitment

Each 6-credit Undergraduate unit at CQUniversity requires an overall time commitment of an average of 12.5 hours of study per week, making a total of 150 hours for the unit.

Class Timetable

Bundaberg, Cairns, Emerald, Gladstone, Mackay, Rockhampton, Townsville
Adelaide, Brisbane, Melbourne, Perth, Sydney

Assessment Overview

1. Group Discussion
Weighting: 10%
2. Written Assessment
Weighting: 30%
3. Take Home Exam
Weighting: 60%

Assessment Grading

This is a graded unit: your overall grade will be calculated from the marks or grades for each assessment task, based on the relative weightings shown in the table above. You must obtain an overall mark for the unit of at least 50%, or an overall grade of ‘pass’ in order to pass the unit. If any ‘pass/fail’ tasks are shown in the table above they must also be completed successfully (‘pass’ grade). You must also meet any minimum mark requirements specified for a particular assessment task, as detailed in the ‘assessment task’ section (note that in some instances, the minimum mark for a task may be greater than 50%). Consult the University’s Grades and Results Policy for more details of interim results and final grades.

Previous Student Feedback

Feedback, Recommendations and Responses

Every unit is reviewed for enhancement each year. At the most recent review, the following staff and student feedback items were identified and recommendations were made.

Feedback from Student evaluations, forum comments

Feedback

Some students praised the online text, and some found it daunting (It is a professional level text).

Recommendation

The Unit Coordinator should emphasise that students may wish to use the hard copy textbook and explain the pros and cons of the online text versus the hard copy text.

Feedback from Self-reflection

Feedback

The Covid-19 crisis has led to temporary laws being passed during Term 1 which changed the relevant law for this unit. These changes are currently only valid up to September 2020 but they could be extended. Even after they lapse, they will still be applicable to conduct between March 2020 and the lapse date.

Recommendation

The Unit Coordinator will need to accommodate these temporary laws in the future delivery of the unit until the pandemic measures are fully withdrawn and historical (while recognising that students still require a long-term outlook as well). This may require changes to the unit content on the run as emergency measures are implemented on short notice.

Unit Learning Outcomes
On successful completion of this unit, you will be able to:
  1. Advise on different forms of business organisation in Australia
  2. Research business structures in foreign jurisdictions and compare them to Australian business structures
  3. Understand and explain the rules and ethics of internal governance of companies, directors' duties and members' rights, and apply these principles to problem scenarios
  4. Advise on the civil and criminal responsibility of a company for the actions of individuals purporting to act on its behalf
  5. Understand and explain the different forms of financing for companies and the regulation of securities markets
  6. Advise on various forms of external administration of companies.


Alignment of Learning Outcomes, Assessment and Graduate Attributes
N/A Level
Introductory Level
Intermediate Level
Graduate Level
Professional Level
Advanced Level

Alignment of Assessment Tasks to Learning Outcomes

Assessment Tasks Learning Outcomes
1 2 3 4 5 6
1 - Group Discussion - 10%
2 - Written Assessment - 30%
3 - Take Home Exam - 60%

Alignment of Graduate Attributes to Learning Outcomes

Graduate Attributes Learning Outcomes
1 2 3 4 5 6
1 - Communication
2 - Problem Solving
3 - Critical Thinking
4 - Information Literacy
5 - Team Work
6 - Information Technology Competence
7 - Cross Cultural Competence
8 - Ethical practice
9 - Social Innovation

Alignment of Assessment Tasks to Graduate Attributes

Assessment Tasks Graduate Attributes
1 2 3 4 5 6 7 8 9
1 - Group Discussion - 10%
2 - Written Assessment - 30%
3 - Take Home Exam - 60%
Textbooks and Resources

Textbooks

Supplementary

Company Law: An Interative Approach 2nd (2020)

Authors: Ellie Chapple, Alex Wong, Richard Baumfield, Richard Copp, Robert Cunningham, Akshaya Kamalnath, Katherine Watson, Paul Harpur
Wiley
Sydney Sydney , NSW , Australia
ISBN: 978-0-730-36933-2
Binding: Paperback

IT Resources

You will need access to the following IT resources:
  • CQUniversity Student Email
  • Internet
  • Unit Website (Moodle)
Referencing Style

All submissions for this unit must use the referencing style: Australian Guide to Legal Citation, 4th ed

For further information, see the Assessment Tasks.

Teaching Contacts
Mirella Atherton Unit Coordinator
m.a.atherton@cqu.edu.au
Peter Robinson Unit Coordinator
p.robinson1@cqu.edu.au
Schedule
Week 1 Business Structures, Corporate Personality and Regulation Begin Date: 08 Mar 2021

Module/Topic

Chapter

Events and Submissions/Topic

Week 2 Nature of a Company and it's Promoters Begin Date: 15 Mar 2021

Module/Topic

Chapter

Events and Submissions/Topic

Week 3 Internal Governance and Management Structures Begin Date: 22 Mar 2021

Module/Topic

Chapter

Events and Submissions/Topic

Week 4 Company Liabilities Begin Date: 29 Mar 2021

Module/Topic

Chapter

Events and Submissions/Topic

Group Discussion Due: Week 4 Tuesday (30 Mar 2021) 11:59 pm AEST
Week 5 Directors Role and Fiduciary Duties Begin Date: 05 Apr 2021

Module/Topic

Chapter

Events and Submissions/Topic

Vacation Week Begin Date: 12 Apr 2021

Module/Topic

Chapter

Events and Submissions/Topic

Week 6 Directors Duty of Care and Insolvent Trading Begin Date: 19 Apr 2021

Module/Topic

Chapter

Events and Submissions/Topic

Week 7 Members Rights and Remedies Begin Date: 26 Apr 2021

Module/Topic

Chapter

Events and Submissions/Topic

Written Assessment Due: Week 7 Tuesday (27 Apr 2021) 11:59 pm AEST
Week 8 Corporate Reporting, Record Keeping and Auditing Begin Date: 03 May 2021

Module/Topic

Chapter

Events and Submissions/Topic

Week 9 Corporate Financing Begin Date: 10 May 2021

Module/Topic

Chapter

Events and Submissions/Topic

Week 10 Receivership and Voluntary Administration Begin Date: 17 May 2021

Module/Topic

Chapter

Events and Submissions/Topic

Week 11 External Administration and Liquidation Begin Date: 24 May 2021

Module/Topic

Chapter

Events and Submissions/Topic

Week 12 Securities Trading and Takeovers Begin Date: 31 May 2021

Module/Topic

Chapter

Events and Submissions/Topic

Review/Exam Week Begin Date: 07 Jun 2021

Module/Topic

Chapter

Events and Submissions/Topic

Exam Week Begin Date: 14 Jun 2021

Module/Topic

Chapter

Events and Submissions/Topic

Assessment Tasks

1 Group Discussion

Assessment Title
Group Discussion

Task Description

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 Due Date

Week 4 Tuesday (30 Mar 2021) 11:59 pm AEST


Return Date to Students

Week 6 Tuesday (20 Apr 2021)


Weighting
10%

Assessment Criteria

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).


Referencing Style

Submission
Online

Learning Outcomes Assessed
  • Research business structures in foreign jurisdictions and compare them to Australian business structures


Graduate Attributes
  • Communication
  • Critical Thinking
  • Information Literacy
  • Information Technology Competence
  • Cross Cultural Competence

2 Written Assessment

Assessment Title
Written Assessment

Task Description

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 Due Date

Week 7 Tuesday (27 Apr 2021) 11:59 pm AEST


Return Date to Students

Week 9 Tuesday (11 May 2021)


Weighting
30%

Assessment Criteria

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).


Referencing Style

Submission
Online

Learning Outcomes Assessed
  • Advise on different forms of business organisation in Australia
  • Understand and explain the rules and ethics of internal governance of companies, directors' duties and members' rights, and apply these principles to problem scenarios
  • Advise on the civil and criminal responsibility of a company for the actions of individuals purporting to act on its behalf


Graduate Attributes
  • Communication
  • Problem Solving
  • Critical Thinking
  • Information Literacy
  • Information Technology Competence
  • Ethical practice

3 Take Home Exam

Assessment Title
Take Home Exam 60%

Task Description

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.


Assessment Due Date

Return Date to Students

Weighting
60%

Assessment Criteria

No Assessment Criteria


Referencing Style

Submission

No submission method provided.


Learning Outcomes Assessed
  • Understand and explain the rules and ethics of internal governance of companies, directors' duties and members' rights, and apply these principles to problem scenarios
  • Advise on the civil and criminal responsibility of a company for the actions of individuals purporting to act on its behalf
  • Understand and explain the different forms of financing for companies and the regulation of securities markets
  • Advise on various forms of external administration of companies.


Graduate Attributes
  • Communication
  • Problem Solving
  • Critical Thinking
  • Information Literacy
  • Ethical practice

Academic Integrity Statement

As a CQUniversity student you are expected to act honestly in all aspects of your academic work.

Any assessable work undertaken or submitted for review or assessment must be your own work. Assessable work is any type of work you do to meet the assessment requirements in the unit, including draft work submitted for review and feedback and final work to be assessed.

When you use the ideas, words or data of others in your assessment, you must thoroughly and clearly acknowledge the source of this information by using the correct referencing style for your unit. Using others’ work without proper acknowledgement may be considered a form of intellectual dishonesty.

Participating honestly, respectfully, responsibly, and fairly in your university study ensures the CQUniversity qualification you earn will be valued as a true indication of your individual academic achievement and will continue to receive the respect and recognition it deserves.

As a student, you are responsible for reading and following CQUniversity’s policies, including the Student Academic Integrity Policy and Procedure. This policy sets out CQUniversity’s expectations of you to act with integrity, examples of academic integrity breaches to avoid, the processes used to address alleged breaches of academic integrity, and potential penalties.

What is a breach of academic integrity?

A breach of academic integrity includes but is not limited to plagiarism, self-plagiarism, collusion, cheating, contract cheating, and academic misconduct. The Student Academic Integrity Policy and Procedure defines what these terms mean and gives examples.

Why is academic integrity important?

A breach of academic integrity may result in one or more penalties, including suspension or even expulsion from the University. It can also have negative implications for student visas and future enrolment at CQUniversity or elsewhere. Students who engage in contract cheating also risk being blackmailed by contract cheating services.

Where can I get assistance?

For academic advice and guidance, the Academic Learning Centre (ALC) can support you in becoming confident in completing assessments with integrity and of high standard.

What can you do to act with integrity?