Course Coordinators/Lecturers:
Dr Francesco de Zwart (Lecturer)

Location:
Adelaide Law School
Ligertwood Building, North Terrace, Room 213
Telephone: 83138304
Email: francesco.dezwart@adelaide.edu.au

Course Website: www.myuni.adelaide.edu.au

COURSE LEARNING OBJECTIVES
 
On successful completion of this course students will be able to:

1.  Recognise and discuss fundamental legal issues in commercial scenarios and the applicable legislation and corporate law principles
2.  Apply critical thinking and problem solving skills in relation to given corporate law scenarios
3.  Communicate information and ideas effectively using academically and professionally relevant language
4.  Apply commercial law concepts to authentic and relevant scenarios and problems.

COMMUNICATION SKILLS

The continuing development of good interpersonal skills and communication skills is widely regarded as important for all graduates. This course specifically seeks to develop students’ abilities in oral and written communications. It provides opportunities for students to practice in small working groups.

1.  Students are permitted to take the below textbook(s) into the examination room:

Hanrahan P, Ramsay I and Stapeldon G, Commercial Applications of Company Law
Publisher: OUP
Edition: 2016, (17th edition)
ISBN: TBA

The Lecturer and Tutors will make reference to this textbook throughout the course so each student should ensure that they have their own copy.

The textbook is available from UniBooks in a “Two-Pack” with the prescribed legislation:

Textbook – ISBN TBA – Company Law *PACK*: Commercial Applications of Company Law, 17th Edition, 2016 + Corporations and Securities Legislation Vol. 1, 2016
             

2.  Statute/Legislation

Corporations Act 2001 (edition 2016)
Publisher: CCH, Butterworths or Thomson Lawbook

It is essential that students purchase this legislation as the subject lecturers and tutors will refer to the relevant sections during the course.

The Corporations Act 2001 is also available at www.austlii.edu.au

The legislation is available from UniBooks in a “Two-Pack” with the prescribed textbook:

Textbook – ISBN TBA – Company Law *PACK*: Commercial Applications of Company Law, 17th Edition, 2016 + Corporations and Securities Legislation Vol. 1, 2016
 
 
3.  Course Readers

3.1  Course Reader 1: The Law of Business Structures

A Course Reader for Commercial Law II entitled “The Law of Business Structures” will be available to be collected by students from the Image and Copying Centre, Level 1, Hughes Building. Students will receive an email when the Course Reader will be available to be collected.

3.2  Course Reader 2: Corporations Law

A further Course Reader entitled “Corporations Law” will be available later in the semester. 

Students may find the following additional textbook helpful but are not expected to purchase it:
 
Lipton P, Herzberg A and Welsh, M, Understanding Company Law, 19th Edition, 2016
Publisher: Thomson Reuters

INTERNET SITES

Lecture slides, tutorial questions, other course materials and resources, additional web-links, assessment and important messages relating to the course will be placed on MyUni throughout the course. MyUni can be found at www.myuni.adelaide.edu.au

Students will also find materials such as case law, legislation and other information related to the topics in the course at the following internet sites:

Australian Securities and Investments Commission: www.asic.gov.au  

State and Commonwealth Cases, Legislation and legal journal articles: www.austlii.edu.au 


 
 

1. TEACHING AND LEARNING MODES

Teaching will be by way of:

(i)  One two-hour lecture per week and

(ii) One one-hour tutorial each week (tutorials commencing in week 2 of semester) and

(iii)  One 90-minute exam problem workshop in weeks 4, 8 and 12.


2. TUTORIALS

Tutorials are a vital component in this subject. As such, it is important that students attend tutorials. The ability to recognise and discuss relevant legal issues in a commercial scenario is the primary aim of this subject.

In tutorials students are expected to engage in the learning process and actively participate in class discussions. At times in tutorials students will be divided into small groups whereby there will be presentations by students of the tutorial problems.

Preparation, attendance and participation in the Tutorials forms part of the assessment for the course (see below Assessment Detail).

WORKLOAD

The University expects full-time students (i.e. those taking 12 units per semester) to devote a total of 48 hours per week to their studies. This means that you are expected to commit approximately 9 hours for a three-unit course of private study outside of your regular classes.

Students in this course are expected to attend all lectures and exam problem workshops throughout the semester plus their allocated one hour tutorial class each week.

1. LECTURE TOPICS

Lectures will cover the following topics:

Sole Traders
Partnerships
Joint Ventures Syndicates
Trusts
The Concept of Corporate Personality
Types of Companies
Registration of Companies
The Corporate Constitution and Replaceable Rules
Promoters
Pre-Registration Contracts
Company Contracts
Criminal Liability of Companies
Tortious Liability of Companies Management of Companies
Directors and Other Officers
Directors and Senior Management Duties
-Common Law and Equity
- Corporations Act
Company Financial Reporting
Auditors
Members’ Rights
Shares
Dividends
Corporate Borrowing
External Administration

2. WEEKLY LECTURE TOPIC GUIDE

Week Number            Lecture Topic

1                                 Course Introduction, Administration and Assessment

                                   Sole Traders 

                                   Partnerships Part 1
                                   Definition of a Partnership
                                   Existence of a Partnership

2                                 Partnerships Part 2 
                                   Existence of a Partnership (cont’d)
                                   Wrongful Acts of the Partners
                                   Power of a Partner to Bind the Firm
                                   Holding Out as a Partner
                                   Rights of Persons Dealing with the Partnership
                                   Relations between Partners

3                                 Partnerships Part 3
                                   Relations between Partners (cont’d)
                                   Partnership Property
                                   Dissolution of a Partnership 

                                   Syndicates 

                                   Introduction to Trusts
                                   Definition of a Trust 
                                   Trustee’s Duties
                                   Trustee’s Liabilities

4                                 Corporations
                                   The Concept of Corporate Personality
                                   Types of Companies
                                   Registration of Companies
                                   Constitution and Replaceable Rules

5                                 Corporations
                                   Promoters
                                   Pre-Registration Contracts
                                   Company Contracts

6                                 Corporations
                                   Company Contracts (cont’d)
                                   Criminal Liability of Companies
                                   Tortious Liability of Companies
                                   Management of the Company 

 7                                Corporations
                                  Directors and Other Officers
                                  Directors and Senior Management Duties
                                  · Common Law and Equity

8                                Corporations
                                  Directors and Senior Management Duties
                                  · Corporations Act

9                                Corporations
                                  Directors’ Duty to Prevent Insolvent Trading
                                  Company Financial Reporting and Auditing

10                              Corporations 
                                  Company Financial Reporting and Auditing (cont’d)

11                              Corporations
                                  Members’ Rights

12                              Corporations
                                  Shares
                                  Dividends
                                  Corporate Borrowing
                                  External Administration  

 

Assessment Task	% Weighting of Final Mark	Release Date	Due Date	Group or Individual	Word Count / Time	Redeemable	Learning Objectives
Tutorial Preparation, Attendance and Participation	10% (Compulsory)	N/A	N/A	Individual	1 hour weekly	No	1 - 4
Take-Home Class Test	30% (Compulsory)	12.00 midday Friday 2 September	5.00pm Monday 12 September	Individual	Max. 2,500 words	No	1 - 4
Final Exam	60% (Compulsory)	Examination Period	Examination Period	Individual	3 hour exam plus 10 minutes reading time	No	1 - 4

N/A

1.  ASSESSMENT DETAIL

The assessment components are as follows:

1.1  Tutorial Preparation, Attendance and Participation (compulsory) 10%

You must attend the weekly (commencing week 2) tutorial you are enrolled in to gain marks for preparation, attendance and
participation. Only a medical certificate or some significant reason as set out in the University's Modified Arrangements for Coursework Assessment (MACA) Policy accepted in writing by the Course Coordinator will excuse you from attending.

1.2  Take-Home Class Test (compulsory) 30%

Date and Time Posted to MyUni site: 12.00 midday Friday 2 September

Date and Time Due: 5.00pm Monday 12 September

Maximum Word Length: 2,500 words

The test is an open book test.

1.3  Final Exam (compulsory) 60%

There will be a 3 hour exam plus 10 minutes reading time.

The exam is an open book exam.

Official Reading Time:          10 mins
Writing Time:                       180 mins

Total Duration                      190 mins

Instructions to Candidates:

1.   Answer ALL FOUR (4) questions. The whole of questions 1 to 4 must be answered.

2.   This examination is worth 60% of your overall grade for this subject.

3. This is an Open Book examination (refer to Permitted Materials below), but you must not bring into the exam room any book belonging to the University of Adelaide Libraries.

4. You should answer all questions in the answer book and should begin each answer on a new page in the answer book.

5. Your answers to the problemquestions 1 to 3 need not be in essay form.

6. Your answer to essay question 4 must be in essay form.

7.  Examination materials provided by the University of Adelaide, including this examination paper, must NOT be removed from the examination room.

8.  It is your responsibility to ensure that this examination question paper is handed up, together with your answer booklet, at the end of the examination.  If your answer booklet does not include the examination paper, a penalty of a reduction in mark – possibly to NIL – may be imposed.

Permitted Materialsï‚

· Prescribed textbook and any other textbooks, legislation, course materials and handouts, your own lecture notes and other summaries or notes written and prepared by you, and not prepared by or taken from someone else.
‚· English or English/foreign language dictionary (paper only).

The above materials may be typed.

The above materials may have additional written comments.

This means that WRITING IS ALLOWED on the permitted materials.

INSTRUCTIONS TO CANDIDATES FOR CLASS TEST:

1. THE TEST IS COMPULSORY – All students must undertake the Test as part of the assessment for the course.

2. ANSWER BOTH QUESTIONS 1 AND 2.

3. QUESTION 1 is worth 20 marks.

4. QUESTION 2 is worth 10 marks.

5. This is a ‘Take-Home’ and ‘Open Book’ test worth 30% of your overall grade for this subject.

6. Your answer must be no more than 2,500 words in content excluding footnotes. A penalty of a 3-mark reduction in mark will be imposed for every 100 words over the word limit.

7. Your answer must be type written (double spaced and single sided on A4 paper). A font of not less than 12 must be used, and a word count shown at the end of your test answer. An answer that does not have a word-count may not be marked.

8. You must use footnotes to reference your answer NOT endnotes.  Footnotes should not, however, include content that is essential to the reasoning on an issue. In other words, do not put any substantive or important text relevant to your answer in the footnotes as marks will generally not be given to the content of footnotes.

9. DO NOT PRINT OUT OR SUBMIT a cover sheet. 

10. DO NOT SUBMIT a paper copy of your test answer.  Students should ensure that a copy of the test answer is kept by the student. 

11.  Students please note that for your Class Test answer, you must submit using the "Turnitin" process done through the MyUni site before 5.00 pm of the relevant due date.

Turnitin is a computer programme that detects plagiarised work.  To submit your answer:

(i)  On the MyUni site for the subject, click on the icon on the bottom left-hand-side of the menu called “Take-Home Class Test”. This will give you access to the submission window.

(ii)  The submission window is called "Submit Take-Home Class Test".  Click on the instruction called "View/Complete". 

(iii)  Follow the instructions to complete your student details and to upload your answer.

Please note that your answer can only be uploaded once.  Do not attempt to submit any further or revised answers before the closing date.

12. Late submission of the test will attract a penalty, of a reduction in mark, of 10% (3 marks) for each day or part thereof.

13. A request for a re-mark of a test must be made within 10 business days of the results being made available on MyUni. Requests made outside this time limit will not be considered.

14. Assessment Criteria

(i)  The extent to which the answer identifies relevant partnership law and company law issues and sets out sound reasoning in support of the discussion.

(ii) The extent to which the answer demonstrates knowledge and understanding of relevant topics of partnership law and
company law, including having references to relevant sections of the Partnership Act 1891 (SA), the Corporations Act 2001 (Cth) and applicable case law.

(iii)  Whether the answer is easy to read and understand. Students should use relevant headings and sub-headings to assist ease of reading.

Plagiarism and other forms of cheating

Plagiarism is a serious act of academic misconduct. All students must be familiar with the Adelaide Law School Enrolment Guide, and should note in particular the sections relating to plagiarism, grievance procedures and academic conduct within the Law School and the University.

Plagiarism is a serious matter and is treated as such by the Law School and the University. Please be aware that “academic dishonesty” (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia to refuse to admit a person to practice as a legal practitioner in South Australia.

Academic honesty is an essential aspect of ethical and honest behaviour, which is central to the practice of the law and an understanding of what it is to be a lawyer.