CQUniversity Unit Profile
LAWS19032 Company & Association Law
Company & Association Law
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The information will not be changed unless absolutely necessary and any change will be clearly indicated by an approved correction included in the profile.
Corrections

Unit Profile Correction added on 13-02-24

Accreditation bodies no longer require invigilated exams, so we're replacing the invigilated exam with an online test. Additionally, following feedback from students like you, we've decided not to have invigilated exams at all. Instead, we'll be offering online tests for your convenience.

General Information

Overview

A study of company and securities industry law. Topics include partnership, trusts and companies, and incorporated associations. There is reference to the formation of companies, effects of incorporation, the corporate constitution, corporate governance, prospectus and share issues, administration of companies, raising finance, directors and shareholders meetings, transfer of shares, reorganisation and winding up of companies.

Details

Career Level: Undergraduate
Unit Level: Level 2
Credit Points: 6
Student Contribution Band: 10
Fraction of Full-Time Student Load: 0.125

Pre-requisites or Co-requisites

LAWS11030 or LAWS19031 or LAWS11054

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 - 2024

Brisbane
Melbourne
Online
Sydney

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. Written Assessment
Weighting: 40%
2. Examination
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 feedback

Feedback

use of more real-world examples and applications to explain the topics and content covered

Recommendation

Feedback considered to further improve the learning content of the unit. This feedback will be considered and unit learning materials to be improved from T1 2024.

Unit Learning Outcomes
On successful completion of this unit, you will be able to:
  1. Describe and explain the various business structures considered in the court
  2. Locate, interpret and analyse various sections of legislation applicable to corporations and other business structures
  3. Apply your knowledge of law to particular fact situations relevant to the unit so that the legal issues raised are discussed coherently and reasonable conclusions are reached.

The learning outcomes specified by external accreditation are:

LO2: Explain the laws and regulations applicable to the environment in which professional accountants operate

LO3: Explain the laws and regulations that govern the different forms of legal entities, including the significance of the concept of separate legal entity

LO5:Explain the principles of good governance, including the rights and responsibilities of owners, investors, and those charged with governance; and explain the role of stakeholders in governance, disclosure, and transparency requirements.

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
1 - Written Assessment - 40%
2 - Examination - 60%

Alignment of Graduate Attributes to Learning Outcomes

Graduate Attributes Learning Outcomes
1 2 3
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
10 - Aboriginal and Torres Strait Islander Cultures
Textbooks and Resources

Textbooks

Prescribed

Business and Corporations Law

5th edition (2023)
Authors: Fitzpatrick, J; Symes, C; Veljanovski, A; and Parker, D
Lexis Nexis Butterworths
Sydney Sydney , NSW , Australia
ISBN: 978040935215
Binding: eBook
Prescribed

Understanding Company Law

Edition: 22ND (2022)
Authors: Phillip Lipton, Abe Herzberg and Michelle Welsh
Thomson Reuters
Sydney Sydney , NSW , Australia
Binding: eBook

IT Resources

You will need access to the following IT resources:
  • CQUniversity Student Email
  • Internet
  • Unit Website (Moodle)
  • Zoom (both microphone and webcam capability)
Referencing Style

All submissions for this unit must use the referencing styles below:

For further information, see the Assessment Tasks.

Teaching Contacts
Akanksha Jumde Unit Coordinator
a.jumde@cqu.edu.au
John McLaren Unit Coordinator
j.mclaren@cqu.edu.au
Schedule
Week 1 Begin Date: 04 Mar 2024

Module/Topic

BUSINESS STRUCTURES 

Different types of business structures and organisations in Australia, including sole traders, partnerships, trusts, associations and corporations

Chapter

Ch 7-Business Structures- Fitzpatrick, J; Symes, C; Veljanovski, A; and Parker, D, (2023) Business and Corporations Law, 5th Edition, Lexis Nexis, Australia.

Events and Submissions/Topic

Workshop Activities:

Tutorial Questions appended at the end of the Chapter and additional pre-assigned questions.

Week 2 Begin Date: 11 Mar 2024

Module/Topic

REGULATORY FRAMEWORK FOR COMPANIES IN AUSTRALIA

What is a company; Overview of the Corporations Act 2001; ASIC: objectives, powers and functions; FRAA; ASX; Financial Reporting System: FRC, AASB, Auditing and Assurance Standards Board

Chapter

Ch 1-Regulatory Framework- Understanding Company Law, Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Tutorial Questions from end of the Chapter and additional questions (replacing Q3 and Q4 from textbook)

Engagement Activity: Students are required to present on any topic of their choice from a list of topics to be provided to them at the end of Week 1. The topics will relate to the content covered in Week 1. 

Student presentations can be oral or supported with ppt slides. Each student must present for 5 minutes each. 

Week 3 Begin Date: 18 Mar 2024

Module/Topic

COMPANY FORMATION AND REGISTRATION, LEGAL STRUCTURE OF A COMPANY

Legal Characteristics of a company; separate legal entity doctrine and its effects-case study: Salomon v. Salomon; Concept of the corporate veil and ‘lifting’ of the corporate veil; Formation of a company-registration and its effects

Chapter

Ch 2-Registration and its effects- Understanding Company Law, Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Tutorial Questions appended at the end of the Chapter.

Week 4 Begin Date: 25 Mar 2024

Module/Topic

TYPES OF COMPANIES

How are companies classified in Australia; Different Types of Companies including Proprietary and Public Companies-Companies limited by membership; Companies limited by shares; Companies Limited by guarantee; Unlimited Companies; No Liability Company; ASX Listed Companies; Foreign Companies; Holding and Subsidiary Companies; Trustee Companies

Chapter

Ch 3-Types of Companies- Understanding Company Law, Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Tutorial Questions appended at the end of the Chapter

Week 5 Begin Date: 01 Apr 2024

Module/Topic

RULES GOVERNING INTERNAL MANAGEMENT OF A COMPANY

Rules governing internal management of a company; Doctrine of ultra vires and current situation; Company Constitution; Replaceable Rules; Effect of the Constitution and Replaceable Rules; Alteration of Company Constitution and Replaceable Rules

Chapter

Ch 4-Constitution and Replaceable Rules- Understanding Company Law, Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Tutorial Questions appended at the end of the Chapter

Vacation Week Begin Date: 08 Apr 2024

Module/Topic

Chapter

Events and Submissions/Topic

Week 6 Begin Date: 15 Apr 2024

Module/Topic

COMPANIES RELATIONS WITH OUTSIDERS

Organic Theory of company; Legal effect of companies’ contracts with outsiders; Effect of contracts made by company’s agents: Apparent and ostensible authority; Royal British v. turquand case rule; Doctrine of constructive notice; Exceptions to the rule in Royal British Bank case; Statutory assumptions under s 129 of the Corporations Act 2001; Limitations to statutory assumptions: s 128(4)

Chapter

Ch 5- [5.05-5.80]- [5.110-5.375]- Understanding Company Law, Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Tutorial questions appended at the end of the Chapter

Week 7 Begin Date: 22 Apr 2024

Module/Topic

DIRECTORS

Who is a director; Definitions of Director-s 9 definition; Types of Directors; Functions and Powers of the Board; Board Procedure; Appointment of Directors; Disqualification, termination and removal of Directors; Payment and Remuneration of Directors; Other company officers including company secretary

Chapter

Ch 12-Directors-Understanding Company Law, Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Pre-assigned questions to be released before the teaching week

Assignment Submission (40% weightage)


Assignment Due: Week 7 Friday (26 Apr 2024) 11:59 pm AEST
Week 8 Begin Date: 29 Apr 2024

Module/Topic

DIRECTORS’ DUTIES

What are duties of the Directors and Why are they important; Statutory and fiduciary duties of the Directors: Good faith in the best interests of the company, Proper purpose, Conflicts of interest and disclosure, Duties of care, skill and diligence, Duty of prevent insolvent trading, Consequences of contravention

Chapter

Ch 13-Overview and Summary of Directors’ Duties-Understanding Company Law, Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Tutorial questions appended at the end of the Chapter.

Week 9 Begin Date: 06 May 2024

Module/Topic

DUTIES OF DIRECTORS DURING INSOLVENCY

Position of Directors during insolvency, Duty not to prejudice creditors’ interests; Duty to prevent insolvent trading-s 588G, defences, contravention

Chapter

Ch 18-[18.05-18.240]-Understanding Company Law, Directors of Insolvent Companies-Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Tutorial questions appended at the end of the Chapter

Week 10 Begin Date: 13 May 2024

Module/Topic

CORPORATE GOVERNANCE

What is corporate governance; Importance of corporate governance for businesses and companies; Regulation of corporate governance; Corporate governance for listed companies-ASX Listing Regulations; Corporate Governance Principles and Recommendations

Chapter

Ch 14-Corporate Governance-Understanding Company Law, Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Tutorial questions appended at the end of the Chapter

Week 11 Begin Date: 20 May 2024

Module/Topic

LEGAL REGUALTION OF FINANCIAL REPORTING AND DISCLOSURE

What is financial reporting and its purpose; Financial Records; Annual Financial Reports; Australian Financial Reporting System: FRC, AASB, Australian Accounting standards

· Directors Reports

· ASX listing rules and periodic disclosure

· Lodgement of reports with ASIC

· ASIC exemptions and modifications

 

· Consequences of contravention

Chapter

Ch 22- Financial Reporting and Disclosure-Understanding Company Law, Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Pre-assigned questions to be released before the teaching week

Week 12 Begin Date: 27 May 2024

Module/Topic

STATUTORY RULES REGARDING AUDITORS

Functions of Auditors; Appointment of Auditors; Who can be an auditors; Auditors Independence; Auditing Standards; Auditors’ duties to companies

· Accounting Professional and Ethical Standards Board

 

· Liabilities of Auditors to shareholders and outsiders

Chapter

Ch 23- Auditors-Understanding Company Law, Phillip Lipton, Abe Herzberg and Michelle Welsh, (Lawbook, 22nd ed, December 2023)

Events and Submissions/Topic

Workshop Activities:

Pre-assigned questions to be released before the teaching week

Review/Exam Week Begin Date: 03 Jun 2024

Module/Topic

Chapter

Events and Submissions/Topic

Exam Week Begin Date: 10 Jun 2024

Module/Topic

Chapter

Events and Submissions/Topic

Assessment Tasks

1 Written Assessment

Assessment Title
Assignment

Task Description

Assessment 1 is a written assignment consisting of factual, problem, case-study based questions designed to test students’ understanding, knowledge and research skills of the content covered in topics from Weeks 1 to 6.

The assignment consists of two case studies based on certain important topics related to corporate law, as covered during Weeks 1-6 teaching. The first case study covers topics including business structures, Legal structure of a company, its formation and registration. Based on the case study, there are a set of questions-to which students are expected to provide their responses. Each question within this list of questions carries marks individually, hence, students are required to answer the questions based on the allotted marks for each individual question. The second case study covers the topic: types of companies. Similar to the treatment required for the first case study, students are required to answer a set of questions based on the marks allotted for each question within this list of questions. 


Assessment Due Date

Week 7 Friday (26 Apr 2024) 11:59 pm AEST

Assignment submission is due by 26 April 2024 (Friday) by 11.59 PM.


Return Date to Students

Week 10 Friday (17 May 2024)

Students to receive their marks and feedback via Moodle


Weighting
40%

Assessment Criteria

The assignment will be assessed according to the following criteria:

  1. Problem solving: students must demonstrate problem solving skills by identifying and applying relevant legal rules and principles.
  2. Critical thinking: students must demonstrate critical thinking by analysing, applying and evaluating facts and law in a problem solving context.
  3. Information literacy: students must demonstrate information literacy by identifying, understanding and applying legal rules and principles.
  4. Writing and presentation: students must submit answers with a clear writing style that uses appropriate grammar and expression. Ideas and arguments must be presented using a logical structure and order.
  5. Referencing: students must appropriately cite legislation and other secondary materials for the test


Referencing Style

Submission
Online

Submission Instructions
Students must submit the assignment as a Word file (‘.doc’ or ‘.docx’) via the assignment submission link in the ‘Assessment’ tile in Moodle for the unit

assessmentOutcome
  • Describe and explain the various business structures considered in the court
  • Locate, interpret and analyse various sections of legislation applicable to corporations and other business structures
  • Apply your knowledge of law to particular fact situations relevant to the unit so that the legal issues raised are discussed coherently and reasonable conclusions are reached.


assessmentGradAttribute

Examination

Outline
Complete an invigilated examination

Date
During the examination period at a CQUniversity examination centre

Weighting
60%

Length
180 minutes

Exam Conditions
Open Book

Materials
Dictionary - non-electronic, concise, direct translation only (dictionary must not contain any notes or comments).
Law dictionaries, Business and Law dictionaries (discipline specific dictionaries) are authorised.
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?