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SUBJECT OUTLINE 79014 Applied Company Law Course area

UTS: Law

Delivery

Autumn 2019; City

Credit points 6cp Result type

Grade and marks

Subject coordinator Catherine Robinson UTS Faculty of Law Email: [email protected]

Teaching staff Dr Grace Li UTS Faculty of Law Email: [email protected] Michael Whitehead UTS Faculty of Law Email: [email protected] Nicholas Bentley UTS Faculty of Law Email: [email protected]

Subject description This subject is designed for business students to provide students with a sound understanding of fundamental aspects of company law and regulations as they apply to the modern company. Students learn to identify the legal issues, liabilities and risk which may arise in their business practice and solutions to minimise legal risk. This subject emphasises the realities of the company in a changing commercial world, and how the Australian legal framework has evolved in response to political and socioeconomic change. In the seminar discussion questions and hypothetical legal problem questions, students follow the progression of the modern company life cycle, from its startup and the possibilities of alternative business structures; expansion to a limited liability company, including the laws that govern the external and internal relationship between the company and its directors and shareholders; the directors' and officers' duties and the role of corporate regulators; the raising of equity and debt; company accounts and audit; and finally companies in difficulty and the end of the company life cycle. This subject is taught from a student-centred perspective where student responsibility for their learning is an essential component of this subject. Learning involves active engagement with the subject content through podcasts, seminars and a range of online exercises.

Subject learning objectives (SLOs) Upon successful completion of this subject students should be able to: 1. Identify and critically analyse relevant facts, problems and legal issues from a hypothetical problem scenario involving the rights and liabilities of members, creditors and officers of Australian companies.

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2. Formulate a legal argument by the correct interpretation and application of relevant cases and statutory materials and manage competing arguments using the HIRAC (Highlight key facts, Issues, Rules, Application and Conclusion) framework for answering legal problems. 3. Provide practical advice to businesses and clients on a range of business issues involving company operations and the implications of a changing regulatory environment in Australian company law. 4. Articulate clear oral arguments in a group setting by presenting a succinct explanation of an answer to a legal problem question, case summary or legal principles and making contributions to group discussions. 5. Assess their own understanding of the ethical issues that arise from a company’s actions and the impact on relevant stakeholders, business and commercial issues and identify solutions to manage these issues.

Course intended learning outcomes (CILOs) This subject also contributes specifically to the development of the following graduate attributes which reflect the course intended learning outcomes: Critical Analysis and Evaluation A capacity to think critically, strategically and creatively, including an ability to identify and articulate legal issues, apply reasoning and research, engage in critical analysis and make reasoned choices (LAW.3.0) Communication and Collaboration Effective and appropriate communication skills, including highly effective use of the English language, an ability to inform, analyse, report and persuade using an appropriate medium and message and an ability to respond appropriately (LAW.5.0)

Contribution to the development of graduate attributes This subject will assist students to develop graduate attributes of critical analysis and evaluation (GA 3.0) and communication and collaboration (GA 5.0). Students will undertake a range of independent, group and class activities to practise their development of these attributes, and will complete a range of assessment tasks designed to assess their attainment of the identified attributes.

Teaching and learning strategies Strategy 1: Independent Learning Student learning outside the classroom is a key learning strategy in this subject. Students participate in online introductions on the class blogs before participating in their first seminar. Through a range of pre-class activities students will be in control of their learning and need to ensure they manage their time for class preparation. Students are expected to allocate at least 2 hours each week to be thoroughly prepared for each topic. Weekly preparation activities include listening to the weekly podcast recordings available on UTSOnline, reading and reviewing (i.e. making notes, asking questions and thinking about the seminar questions in preparation for discussion in the seminars) the prescribed readings and any additional readings (see Seminar Program on UTSOnline) and collaborating with peers in preparation for the Collaborative Presentation (Assessment task 1). Pre-class activities will also be conducted through online learning tools including posting to the subject blog, discussing practice problem questions on the ACL Chat Forum and practising online quizzes (all available on UTSOnline). Strategy 2: Engaging in seminars Seminars involve both student-led collaborative presentations and presentations by the tutor. Seminars assist students to consolidate and develop their own learning by testing out and receiving feedback on their understanding of subject material from the podcasts and prescribed readings. In seminars each week there are different hypothetical legal problem-based scenarios and ethical scenarios that relate to the weekly topic. Students read and review the seminar questions before attending seminars and will complete the questions in the seminars. Questions reflect the legal issues that students may encounter in business practice. Contributing to seminar discussions gives students the opportunity to refine their understanding and critical analysis of legal scenarios, practise their oral communication skills and gain feedback by asking questions of their peers and tutors. Strategy 3: Collaborative Presentation In the first seminar students will either self-allocate or be allocated into groups of four (depending on class size) and choose one of the Group Presentation Problem Questions (as set out in the Seminar Program on UTSOnline) to do a

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collaborative presentation in their allocated week. Students learn to answer legal problem questions according to the prescribed format of legal problem solving (as set out in the “How to think like a Lawyer (and write like one too!)” video on UTSOnline) through practising and applying it to the collaborative presentation question. Students will already have a level of familiarity with their classmates from participating in the online introductions and discussion on the class blogs before the first seminar. The problem questions require students to respond to factual scenarios that raise legal issues and apply legal problem-solving skills and follow the method of legal writing to formulate an advice. Students gain relevant, practical skills in legal analysis, problem solving and presenting legally-correct advice. Students also develop their individual and teamwork communication skills. Strategy 4: Feedback Feedback is vital to learning. Feedback is provided in this subject to enable students to monitor and evaluate their performance throughout the subject, and identify and address any areas for improvement. Early formative feedback in this subject is provided by students completing a brief multiple choice online quiz in Week 3. This quiz provides students with immediate feedback (no marks allocated) on their fundamental knowledge of Applied Company Law subject material. Ongoing formative feedback on communication skills and understanding of the subject material is provided on a weekly basis in seminars. Students will have the opportunity to engage in discussion with their tutors and peers in both a small-group setting through undertaking the practical task and seminar questions, and in a class setting during class discussion and collaborative presentations. Formative feedback is also available online by students attempting legal problem solving through the Review Problem Questions (“RPQ”) in the ACL Chat Forum. This provides an opportunity for students to submit individual work in a group setting allowing students to build upon each other’s ideas, give constructive feedback and engage in critical discussion. The RPQ will be moderated by the subject coordinator and feedback given where required. Other online feedback is available by students attempting quizzes and engaging with blog posts and other discussions in the ACL Chat Forum. Feedback on class participation is given mid-session in class where students will undertake a self-assessment of their participation to date and receive any comments on their individual performance if necessary from the tutors. Students are also encouraged to contact their tutors to receive informal feedback throughout the subject. Feedback on research and communication skills is provided by formal written feedback on the collaborative presentation provided to each student in the group based on their individual performance. Students will also undertake a confidential online self- and peer assessment in relation to the collaborative presentation. Subject Delivery: Learning in this subject involves reading set texts and listening to short weekly podcasts before each 90-minute seminar. Self-study is an essential learning mode in this subject. Seminars for this subject commence in Week 2.

Content (topics) Topic 1 Introduction Alternative Business Structures Topic 2 Characteristics of a Company Topic 3 Company’s liability in Crime, Contract and Corporate Social Responsibility Topic 4 Inside the Company – Rules, Members and Directors Topic 5 ASIC, Fundraising and Disclosure Topic 6 Directors’ Duties Part 1-s 180 Duty of Care and Diligence and s 588G Duty to prevent Insolvent Trading

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Topic 7 Directors’ Duties part 2- s 181- 184 Duty to act in Good Faith and Proper Purpose, Avoid Conflict of Interest and not make Secret Profits Topic 8 Shareholders and members’ remedies Topic 9 Companies in Distress and External Administration Topic 10 Auditors, Accounts and Financial Reporting

Program Week/Session

Dates

Description

Introduction and Preparation Week 1

11 March

NB: All subject materials will be available on UTSOnline from Week 1 There will be a lecture this week on Wednesday 13 March 2019. TO DO OUTSIDE UNI: Watch, Read and Listen: Materials in Preparation Week 1 and Topic 1 Activities folder Foundations of Law Folder - Essential to studying and understanding law and legal problem solving "HIRAC" Welcome video “Navigating UTSOnline” video which provides an online tour of the learning tools and materials for Applied Company Law Subject Outline Seminar Program Frequently Asked Questions and Study Tips

Week 2

18 March

Alternative Business Structures How to think like a Lawyer (and write like one too!) video Navigating the Corporations Act 2001 (Cth) - video Seminar 1 Pre-Seminar Task: Blog Post: E-introductions in seminar groups. See Announcements for further information

Week 3

25 March

Characteristics of a Company 1. Debentures vs Shares (Debt vs Equity) 2. Separate Legal Entity (“The Corporate Veil”) and Piercing the Corporate Veil 2. 3. Corporate Groups 4. Types of Companies and How to set up a Company Seminar 2 Practical Task: Researching a contemporary example and

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Setting up a company

Week 4

1 April

Company’s liability in Crime, Contract and Corporate Social Responsibility (CSR) 1. Corporate Liability 2. Liability in Contract 3. CSR Pre-Seminar Task: Blog Post – Select a company and discuss how it contributes to Corporate Social Responsibility Seminar 3 NB: Collaborative Presentations commence this week.

Week 5

8 April

Inside the Company – Rules, Members and Directors 1. The Constitution and Replaceable Rules 2. How a company makes decisions and how to become a member 3. Introduction to Directors Seminar 4 Mid-session Multiple Choice Revision practice quiz #1 in class

Week 6

15 April

ASIC, Fundraising and Disclosure 1. ASIC Function and Powers 2. Source of Funding; Fundraising and Disclosure 3. Consequences of breaching Chapter 6D Seminar 5 Mid-session Multiple Choice Revision practice quiz #2 in class STU-VAC BETWEEN 22-28 APRIL 2019

Week 7

29 April

Directors’ Duties Part 1 – Sections 180 and 588G and General Law 1. Duty to act with care and diligence and Defences 3. Duty to prevent insolvent trading and Defences Seminar 6 Mid-session seminar participation form to be completed in class Post Seminar Task: ACL Chat Forum: Post Review Problem Question 6 answers MID SESSION 20% MULTIPLE CHOICE QUIZ TO BE

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COMPLETED THIS WEEK BETWEEN 9:00 AM 29 April 2019 and 5:00pm 3 May 2019

Week 8

6 May

SEMINAR 7 ONLY FOR MONDAY 10 SEPTEMBER 2018 CLASSES (due to 1 October 2018 Public holiday) . All other seminars STU-VAC week. Directors’ Duties Part 2 – Sections 181,182,183 and 184 and General Law 1. Duty to act in Good Faith in the best interests of the company and for a Proper Purpose 2. Duty to avoid Conflicts of interest 2. Disclosure and Remedies 3.How to answer a sections 182 and 183 Problem Question Seminar 7

Week 9

13 May

Members’ (Shareholders’) Remedies 1. Members’ (Shareholders’) Remedies – Part 1 2. Members’ (Shareholders’) Remedies – Part 2 Seminar 8 PRACTICE EXAM QUESTION REVISION THIS WEEK IN CLASS - See UTSOnline Folder for Exam

Week 10

20 May

Companies in Distress and External Administration 1. A company in distress Seminar 9 Pre-Seminar Task: Research a contemporary example of a company in distress or external administration and bring to the seminar this week for discussion of the company.

Week 11

27 May

Accounts, Audit and Financial Reporting 1. Accounts and Accounting standard 2. Audit 3. Financial Reporting Seminar 10 Final session seminar participation form to be completed in class

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Week 12

2 June

Revision Lectures. No seminars this week. Announcements will be made on UTSOnline at a later date.

Week 13

10-14 June

FINAL STU-VAC

Final Assessment

15-29 June

Final Assessment date to be finalised.

Assessment Students are responsible for familiarising themselves with, and acting upon, all requirements relating to assessments. Students also have a responsibility to make themselves available for exams during the official assessment period and/or designated assessment sessions.

Assessment task 1: Collaborative Presentation Intent:

This task encourages students to actively exchange, debate and negotiate ideas within their groups and in class with other groups. This task aims to develop students’ interest in the topics through learning, engaging in discussion and taking responsibility for their learning.

Objective(s): This task addresses the following subject learning objectives: 1, 2, 3 and 4 This task contributes specifically to the development of the following graduate attributes: LAW.3.0 and LAW.5.0 Weight:

20%

Task:

This is a group task, each student will receive the group mark for this assessment item, except in exceptional circumstances. Students will self-allocate or be allocated into presentation groups of no more than four students (depending on the number of students in the seminar group) in the first seminar (which is held in week 2). Each group will also be required to submit an online two-page written submission explaining their answers due one week before their presentation. An answer template is available on UTSOnline in the Collaborative Presentation folder. Participating in the session 1 activity – introducing themselves in their class blog on UTSOnline – will allow students to be familiar with their classmates before the first seminar and may assist with forming groups. One student group will facilitate the class discussion in each seminar based on the seminar problems from seminar 3 onwards. The answers will be discussed in class. More comprehensive information on the formal requirements of the oral presentation is available on UTSOnline in the Collaborative Presentation folder. Written component: The written component should not be more than two A4 pages and a maximum of 1,000 words in length. In addition, individual signed and dated cover pages must be submitted for each student. Oral presentation: The presentation by each group is to be a maximum of 20 minutes. Students must factor into this time questions from other students and the tutor. An indicative guide should be 20 minutes for presentation and 10 minutes for any questions and discussion. More comprehensive information on the formal requirements of the oral presentation is available on UTSOnline in the ‘Collaborative Presentation’ folder. Self- and Peer Assessment: After the presentation students must log into SparkPLUS on

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UTSOnline to self-assess and assess the contribution of each student involved in the assessment against a set of defined criteria and give feedback in the comments section. Length:

Written component: 1,000 words Oral presentation: 20 minutes for presentation and 20 minutes for any questions and discussion SparkPLUS comments: 300 words

Due:

Written component: Due by 5pm one week before your allocated group's presentation submitted using Turnitin on UTSOnline. Oral presentation: in class. SPARKPlus see also Further information. See also Further information.

Criteria:

Part A: Written Answer (5%): Where the question indicates the answer must follow the prescribed method of legal writing as demonstrated in the “How to think like a Lawyer (and write like one too!)” video, which is available in the Week 2 folder on UTSOnline: Identification of relevant factual and legal issues Identification of the key legal principles as they apply to the legal issues Appropriate consideration and correct application of relevant legal authority (statutory materials, general law and cases) Articulation of a clear and coherent argument which is logically structured Ability to manage competing arguments Clear written expression with correct use of grammar, punctuation and spelling Part B: Oral Presentation (15%): 40 minute presentation including class discussion Content: accuracy, relevance and reference to legislation and case law Expression: choice of language, concision of expression Structure: sense of beginning, middle and conclusion; logical flow of ideas Delivery: clarity and level of voice and speed of delivery Delive...