Business law



Download 243.66 Kb.
Date28.04.2018
Size243.66 Kb.




BUSINESS LAW
Faculty of Law

LAWS 3301

COMPANY Law

6 credit points



Unit Outline
Semester 2 – 2010

Unit Coordinator: Assistant Professor Samuel Raj

Office: Law Link Building Room 2.38

Telephone: 6488 1839

Email: sam.raj@uwa.edu.au

http://www.law.uwa.edu.au/courses/undergrad/business

This Unit Outline should be read in conjunction with the Business School Unit Outline Supplement available online at http://www.business.uwa.edu.au/students/unit_outline_supplement

This unit is run through the Business Law Office.

Please visit this office for any queries relating to this unit and to submit your assignment.
Business Law Administration Office

Faculty of Law M253

The University of Western Australia
Location: Ground floor, Economics & Commerce Building

(just inside the entrance, on the left)

Tel: 6488 3642

Email: carol.brett@uwa.edu.au

Website: http://www.law.uwa.edu.au/courses/undergrad/business

All material reproduced herein has been copied in accordance with and pursuant to a statutory licence administered by Copyright Agency Limited (CAL), granted to the University of Western Australia pursuant to Part VB of the Copyright Act 1968 (Cth).


Copy of this material by students, except for fair dealing purposes under the Copyright Act, is prohibited. For the purposes of this fair dealing exception, students should be aware that the rule allowing copying, for fair dealing purposes, of 10% of the work, or one chapter/article, applies to the original work from which the excerpt in this course material was taken, and not to the course material itself.
© The University of Western Australia 2010





CONTENTS

UNIT DESCRIPTION 1

TEACHING AND LEARNING STRATEGIES 1

CONTACT DETAILS 2

UNIT STRUCTURE 3

TEXTBOOKS, READING MATERIAL & RESOURCES 3

BUSINESS LAW MINOR 4

ASSESSMENT 5

GENERAL RULES, POLICIES AND PROCEDURES 8

UNIT SCHEDULE 8

TUTORIAL QUESTIONS 16





UNIT DESCRIPTION
Unit Content
The limited liability company is the most important form of legal association in use in the commercial world. The law governing the formation and dissolution of companies and regulating their activities whilst in existence is largely contained in a complex piece of legislation called the Corporations Act. The provisions of the legislation are interpreted and supplemented by an extensive body of case law.
The objectives of this unit are:
(i) To provide an outline of the basic legal principles, both common law and statutory, governing the operation of companies in Australia;

(ii) To foster familiarity with the Corporations Act 2001 (Cth); and

(iii) To evaluate the policy on which Company Law is based.

Learning outcomes
Upon completion of the unit, students should possess the analytical skills to identify legal issues relating to company law and apply the relevant principles of law. Students completing this unit would have a better appreciation of the legal complexities associated with companies. It is envisaged that students who intend to work in any area involving trade or commerce would find this unit very useful and relevant.

Prerequisite
The prerequisite for the unit is LAWS1104 Introduction to Law.

TEACHING AND LEARNING STRATEGIES
The unit coordinator can only shoulder part of the responsibility for achieving the described learning outcomes. The student’s contribution and efforts out of class as well as the extent of his or her supplementary reading will be critical to the achievement of the learning outcomes for this unit. A comprehensive set of supplementary reading materials are available to all students enrolled in this unit by way of Course Materials Online (CMO).
This unit will be taught through a combination of formal lectures and weekly tutorials. The lectures will outline the key legal principles of the topics covered and the sources of law from which they are derived. At tutorials students will spend time discussing tutorial questions. The purpose of tutorial discussions is to enable students to revise and contextualise the legal rules they have been learning. Students will also learn how to analyse and answer problem questions similar to those that will be set in the final examination.

CONTACT DETAILS
Administration
LAWS3301 Company Law is a unit developed and run by the Law School for students from other Faculties. It is administered from a separate office that handles all the "business law" units:

Business Law Office:

Administrator: Ms Carol Brett

Ground Floor, Economics & Commerce Building

Telephone: 6488-3642

email: cbrett@law.uwa.edu.au


Unit Co-ordinator, Lecturer & Tutor

Assistant Professor Samuel Raj

Office:

Law Link Building, Room 2.38 (2nd floor)

Email:

sam.raj@uwa.edu.au

Phone:

6488 1839

Consultation hours:

Wednesdays 9-11am and Thursdays 10-11am.




Tutor

Associate Professor Rasiah Gengatharen (“Genga”)

Office:

Law Link Building, Room 2.40 (2nd floor)

Email:

rasiah.gengatharen@uwa.edu.au

Phone:

6488 3828

Consultation hours:

Wednesdays 11-12noon and Thursdays 3-4pm




Casual Tutors

Mahmood Fadjiar, Ian Li, Michelle Siekierka, Kasey Kinchella

Contact:

Messages can be left for these tutors at the Business Law Office.


Policy on Contacting Staff

http://www.law.uwa.edu.au/students/policies/contacting-staff


Unit Timetable

http://www.timetable.uwa.edu.au/curr/unitactivities.asp?selectunits=LAWS3301

A tutorial timetable will be distributed in lectures in the 2nd week

Consultations
Any questions or problems concerning your study should be discussed with the unit-co-ordinator who will be available for consultation on Wednesdays between 9-11am and Thursdays between 10-11 am. Consultations outside of the scheduled times may be arranged by prior appointment.


UNIT STRUCTURE
The unit consists of two lectures and two repeats per week for 13 weeks, and one tutorial per week for 11 weeks.
Lectures are held on Tuesdays from 9:00am to 10:00am and Wednesdays from 11.00am to 12.00 noon in the Social Sciences Lecture Theatre. Students are encouraged to read the relevant portions of the text and the legislation before coming to the lectures.
Tutorials will commence in week 3 being the week beginning Monday 26 July. If you have not signed up for a tutorial on OLCR (http://www.olcr.uwa.edu.au) please see Samuel Raj or the Business Law Office immediately. Students should attend all tutorials. (20% of the final mark for this unit will be assessed on tutorial attendance and participation.)

Lectures and Reading Assignments
Lectures are intended as an overview of the requisite areas of study, and will also offer analysis of the main legal principles and some practical examples. Perusing the lecture overheads PRIOR TO THE LECTURES will be extremely beneficial to getting the most out of lectures. Further independent study of the suggested additional materials and cases is advisable. Active participation in tutorials will be essential for an adequate understanding of the subject.

TEXTBOOKS, READING MATERIAL AND RESOURCES
All students are required to purchase the prescribed textbook, and a copy of the prescribed legislation. (See Booklist set out below.) Other items on the booklist should be consulted as required. Copies of the recommended references are available in the Reserve Section of the Business Library, Reid Building (top floor).
The UNIT SCHEDULE contains references to additional reading materials, which are also available online through the Library “Case Materials Online” System.. These materials will be of assistance in tutorial and assignment preparation.
In addition, students can glean much useful information from the business pages of the daily press - first news of new developments will often be found there.
Prescribed Textbook: Lipton, P. & Herzberg, A. Understanding Company Law, 15th edition, Law Book Co 2010
Prescribed Legislation: Australian Corporations and Securities Legislation, CCH 2010VOLUME ONE ONLY.

OR


Australian Corporations and Securities Legislation 2009

Butterworths, 2010

Recommended Austin & Ramsay, Ford's Principles of Corporations Law,

References: 13th edition, Butterworths, 2007.

Baxt, Fletcher & Fridman, Corporations & Associations Cases and Materials, 10th ed., Butterworths 2009



Internet resources
Australian Securities and Investments Commission Homepage:

http://www.asic.gov.au/


Australian Stock Exchange Homepage:

http://www.asx.com.au/


Butterworths on-line legal resources

http://www.butterworths.com.au/links/default.htm


Australian Society of Certified Practising Accounts (ASCPA)

http://www.cpaonline.com.au


Lawbook Co web-site

http://www.lawbookco.com.au/academic. This web-site has a link under Additional Resources, Corporations Law to an Equiz containing multiple-choice questions relating to the topics covered in this unit.
Lipton –Herzberg website

http://www.lipton-herzberg.com.au.




Unit Website
This Unit Outline, handouts and other material will be placed on WebCT.

The site can be accessed via – http://webct.uwa.edu.au.


For login information and use of WebCT, refer to the student support site at

http://students.webct.uwa.edu.au






BUSINESS LAW MINOR
Students who successfully complete LAWS1104 Introduction to Law, LAWS2201 Legal Framework of Business and three additional second or third year business law units are entitled to a “Business Law Minor”. In order to have the Business Law Minor reflected on your official academic transcript, you must log into Student Connect http://www.studentadmin.uwa.edu.au/welcome/student_connect and enter ‘Business Law Minor’ (Unit Set Code: MN-BSLAW). You must also apply in writing to the Business Law Office no later than the last day of teaching in the final semester of your degree if you wish to receive a Letter of Congratulations from the Dean of the Law School and the Director of the Business Law Program.
Full information on the Business Law Minor can be found at: http://www.law.uwa.edu.au/courses/undergrad/bus-law/minor

ASSESSMENT
Assessment Summary
(Subject to modification by announcement in Lectures or in further Unit handouts)


Item

Weight

Due date

Tutorial Performance

20%




Take Home Assignment

t


30%

12noon, Thursday 23 September

Final Examination

  • Compulsory Problem Question

  • Choice of one Problem/Essay Question

TOTAL FOR EXAMINATION

25%

25%


50%






Tutorial Assessment
Tutorial attendance and participation is VERY IMPORTANT. Firstly, tutorial performance contributes 20% of your overall assessment. Failure to attend tutorials will, of course, adversely affect a student's tutorial assessment mark. Secondly, solving tutorial problems provides you with invaluable experience that you will need for analysing and preparing written answers to your take-home assignment and final examination. The importance of preparing for, attending, and participating in tutorial discussions cannot be over-emphasized.

Take Home Assignment
The take-home assignment which has a 3,000 word limit and is worth 30% of the final marks for this unit will be handed out during the lecture on Wednesday, 25 August 2010. It will be based on materials covered in weeks 1 to 6. Students are required to submit their assignments to the Business Law Office, Ground Floor Economics & Commerce Building. The deadline for submission of answers is 12noon, Thursday 23 September 2010.

Written Examination
There will be a two hour examination worth 50% of each student's final mark at the end of the semester. In that exam there will be one compulsory question and three optional questions. Students will be required to answer the compulsory question and one of the three optional questions. The exam will be closed book EXCEPT that unannotated copies (including photocopies) of any statutes dealt with in the course may be taken into the examination. Such copies may be underlined, highlighted, cross referenced and tagged. The cross references and tags should refer to section numbers ONLY - NO WORDS at all may be written on the statutes or tags.

GENERAL RULES, POLICIES AND PROCEDURES
The Law and Business Schools have a range of rules, policies and procedures that apply to all units unless expressly varied by the unit coordinator. They should be read in conjunction with the unit outline. The following general rules, policies and procedures can be found in the Business School’s Unit Outline Supplement online at:
http://www.business.uwa.edu.au/students/unit_outline_supplement


  • Special Consideration and Deferred Exams

  • Supplementary Assessment

  • Ethical Scholarship, Academic Literacy and Academic Misconduct

  • Appeals Against Assessment


Important Note: Academic dishonesty or misconduct includes cheating, plagiarism, falsifying results, collusion and helping someone else to commit any dishonest act. The penalties for academic dishonesty or misconduct can be severe, including exclusion from the University.
Academic dishonesty or misconduct may have to be reported to the authorities responsible for admission to the legal profession, and will be taken into account in deciding whether a person is suitable for admission as a legal practitioner.

Lectopia
This policy is designed to explain the general approach of the Law School to the use of Lectopia as a teaching tool. You may find that different Faculties and disciplines adopt different approaches in relation to using Lectopia.

The UWA Law School is not a distance education provider and it is therefore educationally desirable for students to attend all classes. We have not adopted Lectopia as a substitute for your face-to-face engagement with Law School staff and peers. The extent to which units in the Law School utilise Lectopia is at the discretion of the lecturers teaching that unit. The merits of using Lectopia are weighed up for each unit after careful consideration of that unit’s needs and learning outcomes and therefore you should not have an expectation that all lectures or units in the Law School will necessarily be recorded.


If a unit does routinely record lectures you should be prepared for the possibility that Lectopia may sometimes fail to record classes. Technical difficulties, recording failures or booking errors may mean that all or part of a lecture is not recorded. If this occurs, it may not be able to be rectified and lecturers will not be required to re-deliver the class. In such situations, you can acquaint yourself with the material covered in the lecture by referring to any lecture outlines and the assigned readings for the relevant class.
Units utilising Lectopia may be available in ‘streamed’ media format but will not generally allow you to download or podcast the recording. The preference for ‘streaming’ lectures stems from the need to accommodate a number of concerns relating to the release of the recording (and therefore the intellectual property) into the public domain.


Assignment Submission
All assignments for this unit are to be submitted to the Business Law Office, ground floor of the Economics & Commerce Building and must have a barcoded assignment cover sheet attached to the front.
The Assignment Cover Page should be filled out online and printed from

http://www.business.uwa.edu.au/studentnet/assessments/duedates/assigncover


When you print your assignment cover page, it will contain a bar code, unique to you, which identifies who you are!  Once submitted, your assignment will be scanned and your submission recorded electronically.  An automatic email will then be sent to your UWA email address (https://www.pheme.uwa.edu.au/login.aspx), notifying you that your assignment has been submitted and recorded successfully.
Please make sure you have printed and attached your cover page to the front of your assignment before submitting it to the Business Law Office. If you have a problem printing your cover page, contact the Business School IT help desk on 6488 7888 or visit them on the Ground floor of the new Business School building. The helpdesk is open weekdays from 8.30am to 6.30pm.


Return of Assignments
Assignments will, for the most part, be handed back in class, so it is important to attend all classes in order to collect assignments and results, as well as to receive important feedback from your lecturer and/or tutor.

UNIT SCHEDULE
WEEK 1

26 July -30 July



A. INTRODUCTION

Lecture 1 Introduction to the Unit. The Constitutional Framework of Australian Company Law. The Administration of Company Law. Overview.

Text Lipton Chapter 1




Materials in CMO

Ramsey,I. Challenges to Australia’s Federal Corporate Law Corporate Law Electronic Bulletin No. 31, para 1(A)


* * *


Lecture 2 The Incorporation Process. Types of Companies

Text Lipton Chapters 2 and 3



Materials in CMO

Damien M. “Holding Company Liability for Debts of its Subsidiaries: Corporate Governance Implications” (1998) 10 Bond Law Review 241









NO TUTORIALS THIS WEEK


WEEK 2

2 - 6 August



Lecture 3 Consequences of Registration
Text Lipton Chapter 2



Materials in Industrial Equity v Blackburn (1977) 17 ALR 575.

CMO

Equiticorp Finance Ltd (in liq) v BNZ (1993) 11 ACSR 642.

Lecture 4 Duties of Promoters. Pre-Registration Contracts
Text Lipton Chapter 6
NO TUTORIALS THIS WEEK

WEEK 3

9 - 13 August


B. CORPORATE CAPACITY AND HOW IT IS EXERCISED
Lecture 5 The Internal Rules and the Legal Capacity of Companies
Text Lipton Chapter 4

* * *
Lecture 6 Management of Companies



Text Lipton Chapter 12

TUTORIAL EXERCISE NO. 1

WEEK 4
16 - 20 August


C. COMPANY'S RELATIONS WITH OUTSIDERS


Lecture 7 Contracting with a Company. Assumptions that Outsiders may make

Text Lipton Chapter 5



Materials in CMO

Re Tummon Investments Pty Ltd (in liq) (1993) 11 ACSR 637



* * *



Lecture 8 Liability of a Company in Crime and Tort

Text Lipton Chapter 5

TUTORIAL EXERCISE NO. 2

WEEK 5
23 - 27 August
D. MEMBERSHIP AND MEETINGS
Lecture 9 Membership
Text Lipton Chapter 9
* * *
Lecture 10 Meetings
Text Lipton Chapter 14
Materials in Re Pembury Pty Ltd (1991) 4 ACSR 759

CMO

Aloridge v WA Gem Explorers (1996) 22 ACSR 484.
TUTORIAL EXERCISE NO. 3

WEEK 6
30 August – 3 September
Lecture 11 Rights of Majority and Minority Shareholders.
Text Lipton Chapter 17 References [6.13]-[6.18]
Materials in Residues Treatment and Trading Co Ltd v Southern

CMO Resources Ltd 14 ACLR 569.



Gambotto v WCP Ltd (1995) 16 ACSR 1.

Mitchell, V, The High Court and Minority Shareholders (1995) 7 Bond LR 58


Lecture 12 Remedies for Minority Shareholders
Text Lipton Chapter 17


Materials in CMO

John J. Starr (Real Estate) Pty Ltd v Robert R. Andrew (A'sia) Pty Ltd (1991) 6 ACSR 63


Wayde v NSWRL (1985-6) 10 ACLR 87

TUTORIAL EXERCISE NO. 4

WEEK 7

E. COMPANY MANAGEMENT AND CONTROL
6 - 10 September

Lecture 13 Directors' Duties. Part I

Nature of duties. Duties of care, skill and diligence


Text Lipton Chapter 13

Reference


Materials in CMO

Greenhow, A, "The Statutory Business Judgment Rule (1999) 11 Bond LR 33

AWA v Daniels (1992) 7 ACSR 759
AWA Case: The Court of Appeal Decision. Butterworths Corporations Law Bulletin No10 paras 212, 214
Flint, G Non-Executive Directors’ General Duty of Care and Delegation of Duty: But Do We Need a Common Law Duty of Care? (1997) 9 Bond LR 198

* * *
Lecture 14 Directors’ Duties. Part II

Duties of good faith and proper purpose.
Text Lipton Chapter 13




Materials in CMO

Standard Chartered Bank v Antico (1995) 18 ACSR 1.



TUTORIAL EXERCISE NO 5


WEEK 8
13 – 17 September
Lecture 15 Directors' Duties. Part III

Duty to avoid a conflict of interest. Disclosure.


Text Lipton Chapter 13

Materials in CMO

Lecture 16 Directors' Duties. Part IV

Insolvent Trading. Ratification. Directors’ Obligations in relation to Financial Reporting


Text Lipton Chapters 13 and 15
TUTORIAL EXERCISE NO. 6


WEEK 9
20 – 24 September
Lecture 17 Role and Liability of Company Auditors
Text Lipton Chapter 16


Materials in CMO

WA Chip & Pulp Co Ltd v Arthur Young & Co 12 ACLR 108
R. Lowe Lippman Figdor & Franck v AGC (Advances) Ltd (1992) 8 ACSR 380
AWA Ltd v Daniels (1992) 7ACSR 759
Esanda Finance v PMG (1997) 23 ACSR 71 (HCA).

* * *


F. COMPANY FINANCING
Lecture 18 Share Capital. Allotment and Classes of Shares. Debt Capital. Debentures. Company Charges
Text Lipton Chapter 11
TUTORIAL EXERCISE NO. 7


1 W E E K S E M E S T E R B R E A K


WEEK 10
4 - 8 October
Lecture 19 Prospectus Provisions
Text Lipton Chapter 7
* * *
Lecture 20 Transactions affecting share capital
Text Lipton Chapter 8
TUTORIAL EXERCISE NO. 8

WEEK 11

11 - 15 October


G. TAKEOVERS
Lecture 21 Company Takeovers
Text Lipton Chapter 18
* * *
H. COMPANIES IN DIFFICULTIES
Lecture 22 Receivership
Text Lipton Chapter 23

TUTORIAL EXERCISE NO. 9

WEEK 12

18 - 22 October


Lecture 23 Voluntary Administration and Liquidation
Text Lipton Chapters 24 and 25
I. FINANCIAL SERVICES AND MARKETS

Lecture 24 Regulation of the Financial Markets.
Text Lipton Chapter 19


TUTORIAL EXERCISE NO. 10

WEEK 13

25 – 29 October


Lecture 25 Prohibited Market Misconduct. Insider Trading
Text Lipton Chapter 19
* * *
J. CONCLUSION
Lecture 26 Recent Developments and Review

TUTORIAL EXERCISE NO. 11

END

Download 243.66 Kb.

Share with your friends:




The database is protected by copyright ©sckool.org 2020
send message

    Main page