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.
Overview
This unit will provide you with a comprehensive study of the law of business structures, with a particular focus on company and securities industry law. Topics include partnerships, trusts and other organisational structures, the effects of incorporation, the corporate constitution, registration requirements, prospectuses and share issues, administration of companies, raising finance, directors, shareholders, meetings, external administration and winding up, takeovers, special types of companies, and market regulation. If you have successfully completed the unit LAWS20029 you should not enrol in this unit.
Details
Pre-requisites or Co-requisites
Prerequisite: LAWS20058
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
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).
Recommended Student Time Commitment
Each 6-credit Postgraduate 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
Assessment Overview
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.
All University policies are available on the CQUniversity Policy site.
You may wish to view these policies:
- Grades and Results Policy
- Assessment Policy and Procedure (Higher Education Coursework)
- Review of Grade Procedure
- Student Academic Integrity Policy and Procedure
- Monitoring Academic Progress (MAP) Policy and Procedure - Domestic Students
- Monitoring Academic Progress (MAP) Policy and Procedure - International Students
- Student Refund and Credit Balance Policy and Procedure
- Student Feedback - Compliments and Complaints Policy and Procedure
- Information and Communications Technology Acceptable Use Policy and Procedure
This list is not an exhaustive list of all University policies. The full list of University policies are available on the CQUniversity Policy site.
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
Improve the unit expectations and requirements
Unit expectations and requirements will be made clearer using Moodle, live workshops and overall design of the unit.
Feedback from Student feedback
Improve student feedback on the assessments
Feedback on the assessments to the students will be improved and more comprehensive feedback to be given to them.
Feedback from Student Feedback
unit to be more organised and improving the quality of the quiz questions.
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.
- Research and advise on the principles of partnerships, trusts and company law
- Advise on the practical and legal features of the various types of corporate and non-corporate business structures, including advice on the risks and problems associated with particular structures
- Advise on and resolve problems and disputes arising out of partnerships, trusts and corporations
- Advise on proper practices of corporate governance, finance, reporting and record-keeping.
Alignment of Assessment Tasks to Learning Outcomes
| Assessment Tasks | Learning Outcomes | |||
|---|---|---|---|---|
| 1 | 2 | 3 | 4 | |
| 1 - Presentation and Written Assessment - 40% | ||||
| 2 - Examination - 60% | ||||
Alignment of Graduate Attributes to Learning Outcomes
| Graduate Attributes | Learning Outcomes | |||
|---|---|---|---|---|
| 1 | 2 | 3 | 4 | |
| 1 - Knowledge | ||||
| 2 - Communication | ||||
| 3 - Cognitive, technical and creative skills | ||||
| 4 - Research | ||||
| 5 - Self-management | ||||
| 6 - Ethical and Professional Responsibility | ||||
| 7 - Leadership | ||||
| 8 - Aboriginal and Torres Strait Islander Cultures | ||||
Textbooks
Business and Corporations Law
Edition: 5th (2023)
Authors: Fitzpatrick, J; Symes, C; Veljanovski, A; and Parker, D
Lexis Nexis
Sydney Sydney , NSW , Australia
ISBN: 9780409355215
Binding: eBook
Understanding Company Law
Edition: 22st (2023)
Authors: Phillip Lipton, Abe Herzberg and Michelle Welsh
Thomson Reuters
Sydney Sydney , NSW , Australia
Binding: eBook
IT Resources
- CQUniversity Student Email
- Internet
- Unit Website (Moodle)
- Zoom (both microphone and webcam capability)
All submissions for this unit must use the referencing styles below:
- Australian Guide to Legal Citation, 4th ed
- American Psychological Association 7th Edition (APA 7th edition)
For further information, see the Assessment Tasks.
a.jumde@cqu.edu.au
j.mclaren@cqu.edu.au
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.
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.
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.
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
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
Module/Topic
Chapter
Events and Submissions/Topic
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
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
Written Assignment Submission Due: Week 7 Friday (26 Apr 2024) 11:59 pm AEST
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.
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]-Directors of Insolvent 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
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
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 edn, December 2023)
Events and Submissions/Topic
Workshop Activities:
Pre-assigned questions to be released before the teaching week
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 edn., December 2023)
Events and Submissions/Topic
Workshop Activities:
Pre-assigned questions to be released before the teaching week
Module/Topic
Chapter
Events and Submissions/Topic
Module/Topic
Chapter
Events and Submissions/Topic
1 Presentation and Written Assessment
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.
Week 7 Friday (26 Apr 2024) 11:59 pm AEST
Assignment submission is due by 26 April 2024 (Friday) by 11.59 PM.
Week 11 Friday (24 May 2024)
Students to receive their marks and feedback via Moodle
The assignment will be assessed according to the following criteria:
- Problem solving: students must demonstrate problem solving skills by identifying and applying relevant legal rules and principles.
- Critical thinking: students must demonstrate critical thinking by analysing, applying and evaluating facts and law in a problem solving context.
- Information literacy: students must demonstrate information literacy by identifying, understanding and applying legal rules and principles.
- 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.
- Referencing: students must appropriately cite relevant references when using legislation and other secondary materials
- Research and advise on the principles of partnerships, trusts and company law
- Advise on the practical and legal features of the various types of corporate and non-corporate business structures, including advice on the risks and problems associated with particular structures
- Advise on and resolve problems and disputes arising out of partnerships, trusts and corporations
- Advise on proper practices of corporate governance, finance, reporting and record-keeping.
Examination
Law dictionaries, Business and Law dictionaries (discipline specific dictionaries) are authorised.
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?
