Practical PDF

Preview

Summary

Practical information, tutorials, tutorial questions...

Description

MELBOURNE LAW SCHOOL

BLAW20001 CORPORATE LAW 2016 SUBJECT OUTLINE AND READING GUIDE

SUBJECT COORDINATOR: PROFESSOR HELEN ANDERSON

THIS COMPILATION OF STUDENT READING MATERIAL HAS BEEN MADE IN ACCORDANCE WITH THE PROVISIONS OF PART VB OF THE COPYRIGHT ACT FOR THE TEACHING PURPOSES OF THE UNIVERSITY. FOR USE ONLY BY THE STUDENTS OF THE UNIVERSITY OF MELBOURNE ENROLLED IN THE SUBJECT: Corporate Law BLAW20001

2 Revised December, 2015

2

1 CONTENTS A.

WELCOME TO CORPORATE LAW

Page 1

B.

WHAT YOU NEED TO KNOW ABOUT THE SUBJECT

Page 1

C.

LECTURE OUTLINE, READING and TUTORIAL PROGRAM

Page 13

D.

MODEL ANSWER AND TIPS ON LEGAL WRITING

Page 26

E.

EXAMINATION ADVICE

Page 31

A.

WELCOME

Welcome to Corporate Law, a subject that looks at the way companies are regulated. You will have previously studied Principles of Business Law, in which you investigated the legal environment of business. In this subject, we look specifically at the legal environment of companies. This subject is a survey of the law governing the regulation of companies and their stakeholders. You may be studying this subject for a number of reasons. First, many of you will be studying corporate law as one of the pre-requisites of the Institute of Chartered Accountants Australia or CPA Australia. Others will be studying the subject to obtain a broad understanding of the regulation of companies, or to get a taste of studying law before deciding to take a JD. Whatever your reason, corporate law is an interesting and engaging subject that expands your knowledge of the world. During this semester, you will develop skills for analysing legal issues arising in the context of companies, and these skills will be useful in any other legal studies that you undertake.

B. WHAT YOU NEED TO KNOW ABOUT THE SUBJECT Credit points: 12.5pts Availability: Semester one, 2016 Class contact hours: 36 hours Total time commitment: 144 hours Timetable: Please refer to your student timetable for your class schedule for this subject: https://my.unimelb.edu.au/

2

3 TEACHING STAFF Subject Coordinator and Lecturer: Professor Helen Anderson Room 753, Melbourne Law School Telephone 9035 5467 [email protected] Speak to me during the class break or else arrange a consultation (by appointment only). Contact me at the above email address or by phone to arrange a time. Other teaching staff: Mr David Babovic Email: [email protected] Mr Tim Baxter Email: [email protected] Dr Janine Briscoe Email: [email protected] Ms Cosima Mcrae Email: [email protected] Ms Janette Nankivell Email: [email protected] Mr Julian Panetta Email: [email protected] Dr John Purcell Email: TBA Mr Robi Rado Email: TBA PRESCRIBED TEXTBOOK AND ADDITIONAL REFERENCES Textbook You must purchase the following textbook: P Hanrahan, I Ramsay and G Stapledon, Commercial Applications of Company Law, 17th edition, 2016 (published by Oxford University Press). It is referred to as ‘CACL’. This textbook has been specially prepared for this course and is available for purchase from the University of Melbourne bookroom and other bookshops. Please make sure you use the 2016 edition of the book. The textbook includes:  the prescribed chapters of reading for this course (Parts A to D of the textbook),  extracts from the Corporations Act, the major piece of legislation which will be considered in the course (in Part E of the textbook).  Note the Table of Cases and Legislation Finding List at the back of the book – these are very helpful in finding references to cases and sections that you need to know. Additional References  P Lipton, A Herzberg and M Welsh, Understanding Company Law, 18th edition, 2016, Thomson Reuters

4 SUBJECT OVERVIEW A survey of the law governing the formation, regulation, and termination of companies. Analyses the internal controls on company management and their effects upon outsiders. Considers the rights and remedies of those affected by companies and their controllers. LEARNING OUTCOMES A student who has successfully completed the subject should have: • Acquired a general knowledge of the regulation of companies and the legal environment in which they operate; • Obtained an overview of the Corporations Act 2001 (Cth) and the main case law relevant to its operation; • Acquired specialised knowledge in key areas of corporate law of relevance to the business community; • Understood the roles, functions and duties of the board of directors, management and shareholders, and their relationships with other corporate stakeholders. SKILLS OBJECTIVES A student who has successfully completed the subject should have:  Developed strategies for responding to legal issues or considerations in matters involving companies;  Developed oral skills through contributing to tutorial discussion groups  Developed analytical style writing skills through preparation for tutorials and the assignment; and  Developed an attitude to learning which views pre-reading, reflection and class discussion as essential to learning. ENQUIRIES Subject specific enquiries should be directed to your teacher or the coordinator. General enquiries should be directed to the Academic Support Office (ASO) [email protected] The ASO will respond to your enquiry or forward it to an appropriate staff member to be addressed. SUBJECT PAGE ON THE LEARNING MANAGEMENT SYSTEM http://www.lms.unimelb.edu.au/ This Subject Outline and Reading Guide, powerpoints, assessment details and all important notices will appear on the LMS Subject Page for this subject. You should ensure that you check the Subject Page of LMS regularly for announcements and news. YOUR RELATIONSHIP WITH YOUR LECTURERS, OTHER STAFF AND FELLOW STUDENTS All staff, both academic and professional, and students at the Law School should treat each other with courtesy and respect, and should be able to expect that this will be reciprocated. Academic staff are not only lecturers. They also research, have wider community involvement and carry out Law School and University administration, as well as having personal and family commitments. As a result, teaching is only one of several core responsibilities of academic staff. The Law School also utilises members of the legal fraternity in teaching in areas relevant to their expertise, who may only be at the Law School when they are teaching. Information on

5 what you can expect from your lecturers at the Law School is available at http://www.law.unimelb.edu.au/melbourne-law-school/current-students/what-to-expect-of-yourlecturers-at-melbourne-law-school/ Topics addressed include consultation, help with assessment tasks, assessment feedback, attendance at class, lecture notes, recording of class, laptop and phone use in class. The Professional Behaviour Guidelines apply to behaviour in all contexts connected with the Law School. They apply to conduct in student-staff and student-student interactions, and to conduct in and outside classes. Behaviour in the Law School is important in its own right as contributing to an inclusive and civil Law School community, as a training ground for later professional behaviour and courtesy, and because it can be relevant to suitability for admission to legal practice and for employment in other sectors. Corresponding expectations of staff are described in University policies. The Professional Behaviour Guidelines, including links to University policies, are available at http://www.law.unimelb.edu.au/melbourne-law-school/current-students/professional-behaviourguidelines ACADEMIC SUPPORT Academic Skills supports all undergraduate, coursework graduate, and research higher degree students in their academic writing, time management, exam preparation, English language development and more. Academic Skills offers a range of free services including; online resources are available through the Resource Collection, face to face workshops and courses via AIRport (for all students) There are also English language workshops available for all students listed under "English for Academic Purposes (EAP)" at the Workshop List. Enrol through the "Events" tabs in SAS. The Diagnostic English Language Assessment (DELA) which helps you assess strengths and weaknesses in academic reading, writing and listening. Students who have English as a second language can view more information here: http://services.unimelb.edu.au/academicskills/english_as_a_second_language More information about services for undergrad students can be found here: http://services.unimelb.edu.au/academicskills/undergrads WELLBEING SUPPORT University Services offer a range of support services to students. Further information on the services offered can be found here: http://services.unimelb.edu.au/finder Students who require ongoing support (ie. due to a continuing health/medical condition, being an elite athlete, carer responsibilities, for reasons of religious or cultural observance) should consider registering with the SEDS team. Eligible students can receive equitable adjustments to teaching and assessment to allow them to participate on an equitable basis. Further information can be found here: http://services.unimelb.edu.au/disability/students Students with approved equitable adjustments due to ongoing circumstances can contact Kate van Hooft, Teaching and Learning Advisor (Wellbeing) to ensure their requirements are met. If Kate is unavailable, Dove Rengger-Thorpe is also available to assist.

6 ADVICE TO STUDENTS ABOUT THE IMPORTANCE OF WRITING YOUR OWN NOTES Developing your own notes based on your reading and classes is an important part of your learning. You should rely on the materials provided to you by your lecturers for the subject, both in classes and through reading that is assigned to prepare you for classes and assessment tasks. Students who rely on notes other than their own deny themselves the opportunity to develop their learning through the preparation of their own notes, and potentially put themselves at risk of losing marks due to reliance on notes that are outdated or wrong. STUDENTS RECORDING CLASSES FOR PERSONAL USE Students are not permitted to record classes on their personal devices without the prior permission of the subject teacher/s. If permission is granted, any recording made of a class by a student can only be used by the student for his or her personal study purposes. Note that this subject has taped lectures. CHANGING TUTORIAL GROUPS To ensure uniformity of tutorial group sizes, once classes have been fixed, movement between the tutorial groups is generally not possible. You must NOT see a Tutorial Leader or the Subject Coordinator if you want to change tutorial groups. After class registration has closed (usually at the end of week two), you will only be allowed to change tutorial groups if there are exceptional circumstances. Please complete a Class Registration Enquiry form with your request to change tutorial groups. CHANGING OR WITHDRAWING FROM SUBJECTS Students can withdraw and enrol into an alternative subject via http://my.unimelb.edu.au up until the “Last date to Self-Enrol” stated in the handbook entry for the subject. Students should consider the course planning implications before withdrawing from a subject. It is not possible to enrol into a subject after the “Last date to Self-Enrol” has passed. International students should keep this in mind as they must maintain a 50pt enrolment each semester, unless they have an approved reduced study load for that semester. If a student cannot withdraw via my.unimelb, they should immediately submit an Enrolment Variation form https://enrolmentvariations.app.unimelb.edu.au/apex/f?p=EV For students with an approved reduced study load: There are 2 crucial dates relating to withdrawing from a subject: Census Date, and Last date to Withdraw without fail. These dates can be viewed in the handbook entry for each subject. Students can withdraw from a subject up to Census date and not be financially liable for that subject. Students can also withdraw between “Census date” and “Last date to Withdraw without fail”, however in this case they are financially liable for the subject and it will appear on their transcript with a result of WD (no grade is attributed to a WD result, meaning it will not affect their overall GPA).

UNIVERSITY POLICIES AND PROCEDURES

7 Like any other faculty of the University, Melbourne Law School is bound by University of Melbourne policies and procedures. Key policies for students, which provide links to the relevant procedures and related policies, include: Academic Honesty: https://academichonesty.unimelb.edu.au/policy.html Academic Performance Policy (MPF1024): https://policy.unimelb.edu.au/MPF1024 Academic Progress Policy (MPF1291): https://policy.unimelb.edu.au/MPF1291 Course and Subject Delivery Policy (MPF1269): https://policy.unimelb.edu.au/MPF1269 Special Consideration Policy (MPF1297): https://policy.unimelb.edu.au/MPF1297 Student Complaints and Grievances Policy (MPF1066): https://policy.unimelb.edu.au/MPF1066 TIMELY SUBMISSION OF ASSESSMENT An assessment task is considered late if not submitted by the due date/time as prescribed on the assessment schedule or after any extension/special consideration has been granted. Assessment submitted late will incur a 5% penalty deduction of marks available for that particular piece of assessment for every day, or part thereof. EXTENSIONS AND SPECIAL CONSIDERATION The Melbourne Law School Academic Support Office processes all applications for extensions of up to 10 working days. Students are advised to apply for an extension as soon as it becomes evident that an extension is required. A delay in doing so may result in the application not being approved. Applications for extension of time for written assessment must be submitted at least three (3) working days before the assessment due date. Further information on extension applications and eligibility can be found here: http://ask.unimelb.edu.au/app/answers/detail/a_id/5667/~/applying-for-an-extension Students can apply for an extension online: https://mls.formstack.com/forms/mls_extension_application. Students requesting special consideration must apply via their student portal. Please note that teachers cannot assist with student requests for special consideration. Students can apply for special consideration for short term circumstances via their student portal (https://my.unimelb.edu.au/). Please remember to attach relevant supporting documentation to your application. Please note that teachers cannot assist with student requests for special consideration. ACADEMIC HONESTY The University regards plagiarism or collusion as academic misconduct. Plagiarism includes using the words of others without proper acknowledgment, as well as using work you have previously written and submitted for assessment (self-plagiarism). Collusion includes working on an assessment task with another person and submitting the joint work as your own individual work. Important information about academic honesty, including advice to students and university policies, is located at http://academichonesty.unimelb.edu.au/. This website provides definitions of plagiarism and collusion which students should note are very broad. Students are warned to guard against any form of plagiarism or collusion occurring consciously or unconsciously in the performance of assessment tasks. Unless you are instructed otherwise in writing by your subject coordinator, any assessment task that is not a group task must be

8 completed by you individually. This means that you cannot work with anyone else in deciding on how to answer any question or in writing up an answer to any question. If students have any questions about what does or does not constitute plagiarism or collusion for a particular assessment task, they should contact the subject coordinator. Students should read the Declaration on the Assessment Coversheet carefully prior to submitting their assessments. Work submitted to this subject will be subject to TurnitIn. TurnitIn is an online, web-based software that works by comparing electronically submitted papers to billions of pages of content located on the internet and proprietary databases as well as the work of all students whose papers have also been submitted into the system. Special warning about collusion You may discuss the assignment in general terms with other students. However, you are not permitted to work with anyone else in deciding on the answer or writing up your answer. It must be your own original work. TurnItIn is able to detect students who have composed their answers together but changed some words or moved sentences around. Where plagiarism or collusion has been detected, the matter will be referred to a discipline committee. Penalties include a zero mark on the assignment, a fail for the subject and in extreme cases, exclusion from the university. A record of the matter is retained on the student’s file both within Melbourne Law School and the student’s home faculty. This record may be required to be produced to professional accreditation bodies at a later time. MARKING POLICY AND FEEDBACK Responsibility for grading assessment lies with the examiners, who usually comprise the subject coordinator and other teachers in the subject concerned. Students have a right to look at all assessed work and to discuss the reasons for their grade, initially with the marker and if necessary with the subject coordinator. Ordinarily, feedback should only take place when a student has completed the assessment task and the mark returned to the student. Students completing a similar assessment task for the second time as a result of special consideration ought not receive feedback on their first attempt of the assessment until the second piece of assessment has been completed and the mark has been returned. The purpose of feedback is not to re-mark assessment, but to enable students to understand their grade and to learn from the assessment experience. Students may also have further discussions about their performance with the Course Directors. Second marking of assessment tasks is only available in the following circumstances: (i) Interim assessment: A piece of written interim assessment will be second marked prior to being returned to a student if a fail grade has been recorded on a first marking. (ii) Otherwise, assessment will not be second marked, unless a student has failed overall on the first marking. If a student has failed overall on the first marking, all pieces of the assessment will be second marked before a final result is returned.

9 ASSESSMENT INFORMATION AND TIMETABLE Assessment task 1 Weighting Assessment criteria

Class participation - NOTE! This is a new requirement in 2016 10% Class participation is a core element of learning in this subject as discussion of material from your reading and from lectures provides an important opportunity for you to assess your understanding of concepts and arguments. It forms part of the assessment for the subject in order to recognize the time and thought required to prepare for and participate constructively in class discussions. The class participation mark will be based solely on your lecturer’s records of students’ constructive participation in small group and whole class tasks. A student’s constructive participation in classes will be assessed across the semester with reference to:  Evidence that assigned readings and other set tasks have been completed in preparation for classes (preparedness)  Demonstrated respect for the views and contributions of others, and for promoting equal opportunities for participation in classes (respect for others)  Useful and relevant contributions to whole class and small group discussions and exercises, including answering questions, responding to or building on comments and questions of others, and facilitation of small group tasks (constructive contributions). Note that ATTENDANCE ONLY will not e...