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The current and official versions of the course specifications are available on the web at .
Please consult the web for updates that may occur during the year.

LAW5311 Advanced Company Law

Semester 1, 2021 Online
Short Description: Advanced Company Law
Units : 1
Faculty or Section : Faculty of Business, Education, Law and Arts
School or Department : School of Law and Justice
Student contribution band : Band 4
ASCED code : 090901 - Business and Commercial Law
Grading basis : Graded

Staffing

Examiner:

Requisites

Pre-requisite: LAW5212

Other requisites

Students are required to have access to a personal computer, e-mail capabilities and Internet access to UConnect. Current details of computer requirements can be found at .

Rationale

This is a core course in the Juris Doctor program. It is approved by the Legal Practitioners Admissions Board (Qld) and Chief Justice of Queensland as meeting the company law area of knowledge under the Supreme Court (Admission) Rules 2004 (Qld) and therefore deals with elements of company law, specifically: 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.

Synopsis

Companies are the business form of choice which dominate the commercial landscape. The variety, size and structure of companies varies greatly. The object of this course is to provide students with an overview of the major principles and mechanisms of company law. On completion of this course, students will have sufficient legal information concerning choice of the corporate business form, including formation and characteristics of a company; the corporate constitution; corporate finance, share structure and membership; constitution and powers of corporate organs (board and general meeting); corporate authority; corporate governance including directors' duties; shareholders' remedies; and administration and winding up of the company. The course also provides students with opportunities to develop their skills in problem solving and statutory interpretation.

Objectives

On successful completion of the course, students should be able to:

  1. demonstrate an advanced and integrated understanding [apply and evaluate] of a complex body of knowledge in company law, and underlying principles and concepts; the broader contexts within which legal issues arise in company law; and the principles and values of justice and of ethical practice in lawyers’ roles (PO1/TLO1)
  2. demonstrate an ability to recognise and reflect upon, and a developing ability to respond to, ethical issues likely to arise in professional contexts in company law (PO2/TLO2)
  3. identify and articulate complex legal issues in company law; comprehend legal and other materials; apply legal reasoning and research to generate appropriate jurisprudential and practical responses to legal issues; engage in critical analysis and make reasoned and appropriate choices amongst alternatives; and demonstrate sophisticated cognitive and creative skills in approaching legal issues and generating appropriate responses (PO3/TLO3)
  4. demonstrate the intellectual and practical skills needed to justify and interpret theoretical propositions, legal methodologies, conclusions and professional decisions, as well as to identify, research in an ethical manner, evaluate and synthesise factual, legal and policy issues in company law (PO4/TLO4)
  5. communicate in ways that are effective, appropriate and persuasive for legal and non-legal audiences (PO5/TLO5)
  6. identify applicable legislation, explain general principles of statutory interpretation, understand [explain and apply] and make appropriate use of authorised aids to statutory interpretation, and deploy appropriate techniques in the course of solving interpretative problems, including problems raising special interpretative issues; and give a reasoned opinion as to the appropriate meaning of a legislative provision, and as to the correct application of the provision to a given set of facts (PO7).

Topics

Description Weighting(%)
1. Corporate personality [Admission Rules 6(1)] 10.00
2. The incorporation process [Admission Rules 6(2)] 5.00
3. The corporate constitution [Admission Rules 6(3)] 5.00
4. Company contracts [Admission Rules 6(4)] 10.00
5. Administration of companies and management of the business of companies [Admission Rules 6(5)] 10.00
6. Duties and liabilities of directors and officers [Admission Rules 6(6)] 20.00
7. Share capital and membership [Admission Rules 6(7)] 10.00
8. Members’ remedies [Admission Rules 6(8)] 10.00
9. Company credit and security arrangements [Admission Rules 6(9)] 10.00
10. Winding up of companies [Admission Rules 6(10)] 10.00

Text and materials required to be purchased or accessed

ALL textbooks and materials available to be purchased can be sourced from (unless otherwise stated). (https://omnia.usq.edu.au/textbooks/?year=2021&sem=01&subject1=LAW5311)

Please for alternative purchase options from USQ Bookshop. (https://omnia.usq.edu.au/info/contact/)

Harris, JR, Hargovan,A & Adams, MA (latest edition required), Australian Corporate Law, LexisNexis Butterworths, Sydney, New South Wales.

Reference materials

Reference materials are materials that, if accessed by students, may improve their knowledge and understanding of the material in the course and enrich their learning experience.
Austin, RP & Ramsay, IM, (latest edition), FORD'S PRINCIPLES OF CORPORATIONS LAW,, LexisNexis Butterworths, Sydney, New South Wales.
((also available electronically in LexisNexis AU database accessible via USQ Library website.).)
Australian Corporations Legislation, LexisNexis Butterworths, Sydney OR Corporations Legislation, Thomson Reuters Australia, Sydney (latest edition).
Baxt, R, Fletcher, K & Fridman, S, Corporations and associations: cases and materials, LexisNexis Butterworths, Chatswood, New South Wales.
(latest edition is required.).
CCH IntelliConnect [electronic database]: Company and Securities Law Library (Accessible via USQ Library Databases).
LexisNexis AU [electronic database]: Australian Corporation Law Legislation, Australian Corporation and Securities Reports, Australian Journal of Corporate Law, Butterworths Corporation Law Bulletin, Ford’s Principles of Corporations Law and Financial Services (Accessible via USQ Library Databases).
Lipton, P, Herzberg, A & Welsh, M, 'UNDERSTANDING COMPANY LAW', Lawbook Co Thomson Reuters, Pyrmont, New South Wales (latest edition is required).

Student workload expectations

Activity Hours
Assessments 40.00
Directed Study 89.00
Private Study 36.00

Assessment details

Description Marks out of Wtg (%) Due Date Objectives Assessed Notes
ASSIGNMENT 1 10 10 22 Mar 2021 2,3,4,5 (see note 1)
ASSIGNMENT 2 50 50 03 May 2021 3,4,5 (see note 2)
OPEN EXAM - TAKE HOME 40 40 End S1 1,4,5,6 (see note 3)

Notes
  1. Problem Solving / Essay
  2. Problem Solving / Essay
  3. This will be a take home exam. Students will be provided further instruction regarding the exam by their examiner via StudyDesk. The examination date will be available via UConnect when the Alternate Assessment Schedule has been released.

Important assessment information

  1. Attendance requirements:
    There are no attendance requirements for this course. However, it is the students' responsibility to study all material provided to them or required to be accessed by them to maximise their chance of meeting the objectives of the course and to be informed of course-related activities and administration.

  2. Requirements for students to complete each assessment item satisfactorily:
    Due to COVID-19 the requirements for S1 2021 are: To satisfactorily complete an individual assessment item a student must achieve at least 50% of the marks for that item.

    Requirements after S1, 2021:
    To satisfactorily complete an individual assessment item a student must achieve at least 50% of the marks. (Depending upon the requirements in Statement 4 below, students may not have to satisfactorily complete each assessment item to receive a passing grade in this course.)

  3. Penalties for late submission of required work:
    Students should refer to the Assessment Procedure (point 4.2.4)

  4. Requirements for student to be awarded a passing grade in the course:
    Due to COVID-19 the requirements for S1 2021 are: To be assured of receiving a passing grade a student must achieve at least 50% of the total weighted marks available for the course.

    Requirements after S1, 2021:
    To be assured of receiving a passing grade a student must achieve at least 50% of the total weighted marks available for the course.

    Supplementary assessment may be offered where a student has undertaken all of the required summative assessment items but failed to achieve a passing Final Grade by 5% or less of the total weighted Marks.

    To be awarded a passing grade for a supplementary assessment item (if applicable), a student must achieve at least 50% of the available marks for the supplementary assessment item as per the Assessment Procedure (point 4.4.2).


  5. Method used to combine assessment results to attain final grade:
    The final grades for students will be assigned on the basis of the aggregate of the weighted marks obtained for each of the summative assessment items in the course.

  6. Examination information:
    Due to COVID-19 the requirements for S1 2021 are: An Open Examination is one in which candidates may have access to any printed or written material and a calculator during the examination.

    Requirements after S1, 2021:
    This will be a take-home examination in which candidates will be able to complete the examination over 5 days.

  7. Examination period when Deferred/Supplementary examinations will be held:
    Normally Deferred and Supplementary Examinations are held in the next Examination period. In S1 2021 selected courses will pilot an early Deferred and Supplementary Examination period held within 30 business days of results release. The list of courses involved can be found at .

  8. University Student Policies:
    Students should read the USQ policies: Definitions, Assessment and Student Academic Misconduct to avoid actions which might contravene University policies and practices. These policies can be found at .

Assessment notes

  1. Referencing in assignments:
    Students studying this course as part of the Juris Doctor must use the Australian Guide to Legal Citation (AGLC) style. Students who are not enrolled in the Juris Doctor may use either Harvard (AGPS) or the AGLC style in their assignments to format details of the information sources they have cited in their work. For AGLC style guide enquiries, consult the AGLC manual from the USQ Library's referencing guide at or contact the Law librarian. The AGPS style to be used is defined by the USQ Library's referencing guide at .

Date printed 18 June 2021