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Version 4 July 2019

Facult ultyy of LLaw Fac ult aw

LAW 305 CORPORATIONS LAW Sem ester 2, 20 19 Semester 2019 Un it Out line Unit Outline

Unit Coordina rdinato tor: Asso ssocia ciate Professo fessorr H Heath eather Forrest Un it Coo rdina to r: A sso cia te Pro fesso eath er Fo rrest

CRICOS Provider Code: 00586B

CONTACT DETAIL ILSS Unit coordin rdinator Un it coo rdin ator Unit coordinator:

Associate Professor Heather Forrest

Campus:

Sandy Bay

Email:

[email protected]

Phone:

6226 2065

Room location and number:

1.01a Faculty of Law Building

Consultation hours:

One hour following each scheduled lecture

Lect Lectur ur urers ers Associate Professor Dr Heather Forrest Ms Madelaine Holt Mr Mark Rinaldi Mr Joseph Lee

Tutors Tu tors Ms Meghan Scolyer Mr Mark Rinaldi Mr Joseph Lee Mr Scott Ashby

© The University of Tasmania 2019

CONTENTS WHAT IS THE UNIT ABOUT?

2

UNIT DESCRIPTION

2

INTENDED LEARNING OUTCOMES

2

GRADUATE QUALITY STATEMENT

3

ALTERATIONS TO THE UNIT AS A RESULT OF STUDENT FEEDBACK

4

HOW WILL I BE ASSESSED?

4

ASSESSMENT SCHEDULE

4

ASSESSMENT DETAILS

5

HOW YOUR FINAL RESULT IS DETERMINED

7

COMPLETING ASSESSMENT

8

MANAGING YOUR LEARNING ACCESS PLAN (LAP) IN THIS UNIT

8

ACADEMIC REFERENCING

9

ACADEMIC MISCONDUCT

9

WHAT LEARNING OPPORTUNITIES ARE THERE?

10

MYLO

10

RESOURCES

11

ACTIVITIES

13

COMMUNICATION

14

FURTHER INFORMATION AND ASSISTANCE

14

UNIT SCHEDULE

15

Page 1

LAW305 Corporations Law

WHAT IS THE UNIT ABOUT? Un it d escri ption Unit descri escription The corporation has huge economic and legal significance. Given this significance, an understanding of the role of the corporation in society and its relationship to the community, shareholders, creditors, the regulator, and other stakeholders is critical. This unit outlines the corporation and contrasts it at a high level from the various other forms of business organisation: the sole trader, partnership, joint venture, and association (the trading trust is considered in LAW401) in order to gain: an understanding of the corporation, its advantages and disadvantages, and the importance of the separate entity doctrine; an appreciation of the legislative and common law regime; a broad understanding of the mechanics involved in the formation, management and dissolution of a corporation as well as the methods of financing the corporation; and to serve as an introduction to commercial units. The concept and nature of the corporate form are analysed and the legal problems that flow from the adoption of that structure are considered.

Inte nde d LLearn earn in tco mes Intende nded earnin ingg Ou Outco tcom

The Threshold Learning Outcomes for Law are as follows: TLO1: Knowledge TLO2: Ethics and Professional Responsibility TLO3: Thinking Skills TLO4: Research Skills TLO5: Communication and Collaboration TLO6: Self-Management A fuller explanation of these can be downloaded from the website of the Office of Learning and teaching (olt.gov.au) or the Council of Australian Law Deans (https://cald.asn.au/resources/education/).

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LAW305 Corporations Law

The intended learning outcomes of this unit are: Law Threshold Learning Outcomes

TLO 1 Knowledge

Unit Learning Outcomes

Assessment Methods

On completion of this unit, students should be able to: Apply knowledge of the: •

• TLO 3 Thinking Skills

•

TLO 4 Research Skills

•

TLO 5 Communication and Collaboration

•

•

Synthesis Quizzes

Purposes of corporations law to the identification of current policy issues including the consideration of both domestic and international frameworks. Legislative and case law principles of corporations law to problem-based scenarios.

Final Examination

Identify legal issues involving corporations in the context of problem solving. Apply critical legal analysis to answer practical problems involving corporations.

Synthesis Quizzes

Locate appropriate primary and secondary resources to develop legal arguments and conclusions with relevant, applicable law.

Synthesis Quizzes

Clearly communicate legal arguments and critical legal analysis to a professional standard.

Synthesis Quizzes

Final Examination

Final Examination

Final Examination

Gra Grad uate Quali ality Statem temen entt duat e Qu ali ty Sta tem en Successful completion of this unit supports your development of course learning outcomes, which describe what a graduate of a course knows, understands and is able to do. Course learning outcomes are available from the Course Coordinator. Course learning outcomes are developed with reference to national discipline standards, Australian Qualifications Framework (AQF), any professional accreditation requirements and the University of Tasmania’s Graduate Quality Statement. The University of Tasmania experience unlocks the potential of individuals. Our graduates are equipped and inspired to shape and respond to the opportunities and challenges of the future as accomplished communicators, highly regarded professionals and culturally competent citizens in local, national, and global society. University of Tasmania graduates acquire subject and multidisciplinary knowledge and skills and develop creative and critical literacies and skills of inquiry. Our graduates recognise and critically evaluate issues of social responsibility, ethical conduct and sustainability. Through respect for diversity and by working in individual and collaborative ways, our graduates reflect the values of the University of Tasmania.

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LAW305 Corporations Law

Altera erations result stud udent feed backk Alt era tions to the unit as a res ult of st ud ent fee dbac Every year offers a fresh opportunity to evolve LAW305 based on student and tutor feedback from previous years. The teaching team (lecturers, tutors and ISSP tutor) work closely together before, during and after the semester, engaging in reflective teaching practice to improve the coherence of the learning experience. Improvements made for 2019 include: •

Unit content restructured around the three major phases of a company’s life cycle (formation, operation/management, winding up) to give a clearer framework for digesting the learning material;

•

Introduction of Ms Madelaine Holt as lecturer in the unit based on overwhelmingly positive student feedback from ACCC careers presentation;

•

Additional ‘Careers in Commercial Law’ guest speakers to give students an opportunity to interact with professionals;

•

Return of the ‘Tribal Council’ peer support team first introduced in 2017 (the Tribal Council comprises some of last year’s high achieving students, who will offer tips and hold Q&A at critical points in the semester on how to succeed in this unit), with more timely interventions before Synthesis Quizzes and in Swotvac; and

•

An additional ‘bonus quiz’ has been added to alleviate pressure in any individual Synthesis Quiz. The bonus quiz is entirely voluntary. If you take the bonus quiz, you can elect to replace your result on the bonus quiz with your lowest scoring Synthesis Quiz result.

HOW WILL I BE ASSESSED? As ses smen ch edul e Asses sessmen smentt ssch che dule Asse ss men Assess ssmen mentt task

Date

Perc ent Percent weightin htingg weig htin

Links to In tend ed Intend tended Learning Outcom tcomes Learn ing Ou tcom es

Assessment Task 1: Synthesis Quizzes x 3

See Unit Schedule on last page of this Unit Outline

30% (10% per quiz)

TLO1, TLO3, TLO4, TLO5

Assessment Task 2: Final Examination

University examination 70% period

Page 4

TLO1, TLO3, TLO4, TLO5

LAW305 Corporations Law

As ses smen tai ls Asses sessmen smentt de detai tails Asse ssment ttask ask 1: Synthe si uiz zes Assessment Synthesi siss Q Quiz uizzes Task description

Synthesis Quizzes will assess your ability to synthesise principles learned through reading, lecture discussions and tutorial participation into a coherent body of practical problem-solving knowledge. Quiz questions are designed to facilitate your efficient use of the Corporations Act in responding to practical problems based on the documents in the Unit Readers. Each Synthesis Quiz will cover the content of the Part of the unit in which the quiz takes place. One Bonus Quiz will be run during SWOTVAC. The Bonus Quiz is not compulsory. Questions will cover any aspect of the unit material. If you choose to take the bonus quiz, your result will replace your lowest Synthesis Quiz result. If your score on the Bonus Quiz is lower than your lowest Synthesis Quiz, the Bonus Quiz result will not affect your final results.

Conditions

•

Synthesis Quizzes will be conducted during the one-hour Socratic lecture on the weeks identified in the Unit Schedule at the end of this Unit Outline. (Bonus quiz will be conducted during SWOTVAC at a time to be announced in Week 13)

•

You will have a set period of time in which to complete each quiz.

•

You will need Unit Readers to complete all quizzes.

•

You may additionally consult your notes, statute or any other written materials during the quiz, although the time limit will constrain consultation time beyond routine reference to the Corporations Act.

•

A zero tolerance approach will be taken in respect of suspected breaches of academic integrity.

Links to unit’s intended learning outcomes

TLO1, TLO3, TLO4, TLO5

Task length

Each quiz will have a duration of no more than 15 minutes.

Date

Consult Unit Schedule on last page of this Unit Outline.

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LAW305 Corporations Law

Asse ssment ttask ask 2: Fina at ion Assessment Finall Examin Examinat ation Description / conditions

The Final Examination will be ‘open book’, meaning that you are permitted to take into the examination room any printed materials other than library resources. Exam questions will test your ability to apply your knowledge of corporations law and analytical and statutory interpretation skills to practical problems based on the documents in the Unit Readers. You must bring with you to the examination:

Assessment criteria

•

a current, hard copy Corporations Act; and

•

Both LAW305 Unit Readers

See below, ‘How your final result is determined’. As the exam is open-book, you may be tempted to copy directly from a textbook, from other published works or from other sources. Bear in mind that the exam is not an assessment of your ability to regurgitate information, but rather an assessment of your critical legal analysis and written communication skills. Exam answers lacking originality will be assessed with poor results. Furthermore, the rules relating to plagiarism set out below apply equally to the exam context as to assignments. If there is evidence of possible plagiarism, the university’s Ordinance of Student Discipline will be applied unreservedly. NOTE: You are not required to utilise AGLC footnote citation format in this assessment task, but you are expected to communicate clearly and accurately by observing the punctuation, grammar and related conventions of AGLC Rule 1 and providing sufficient information to identify sources upon which you rely.

Links to unit’s intended learning outcomes

TLO1, TLO3, TLO4, TLO5

Duration

2 hours (inclusive of reading time)

Date

The final exam is conducted by the Student Centre during the examination period. See the Examinations and Results page on the University’s website, or access your personal exams timetable by logging into the eStudent Centre - Personal Exams Timetable for specific date, time and location closer to the examination period.

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LAW305 Corporations Law

Ho w yo ur ffin in al res ult iiss d ete rmi ne d How your inal result dete etermi rmine ned To be eligible to pass the unit, you must attain an overall passing (50%) mark. Your final result will be calculated as the total of all of assessment tasks for this unit:

Quizzes (max 30 marks)

Exam (max 70 marks)

Final result

The Final Examination will be assessed according to the following criteria: FAIL: Characterised by (a) not correctly identifying relevant legal issues; or (b) reliance on law that is not up-to-date; or (c) not supporting arguments and conclusions with pertinent legislative and/or case law authority; or (d) failing to express arguments in a manner appropriate to the intended audience. PASS: Characterised by (a) demonstrably attempting to identify relevant legal issues, but missing key issues; and (b) identifying relevant law that is currently in force but failing to consistently apply the law to the facts at hand (in other words, describing what the law is without applying it to a situation); and (c) arguments are expressed in a manner that can be generally understood by the intended audience, but may lack the attention to detail or grammatical accuracy needed to ensure the audience’s comprehension. CREDIT: Characterised by (a) identifying many, but not all, relevant legal issues; and (b) applying relevant, in-force law to the facts at hand most of the time; and (c) arguments are expressed accurately and clearly in all material respects such that the intended audience should have little difficulty in comprehending the points made. DISTINCTION: Characterised by (a) the use of persuasive argument and originality demonstrating a high degree of comprehension; and (b) critical legal analysis that clearly exceeds regurgitation of existing primary or secondary source material; and (c) clear, definitive, convincing conclusions are reached and are obvious to the reader; and (d) written communication is of such a high standard that the style and structure contributes to the intended audience’s understanding. HIGH DISTINCTION: Characterised by (a) the use of persuasive argument and originality demonstrating flawless analysis and comprehension; and (b) an outstanding degree of originality; and (c) an outstanding ability to succinctly and clearly communicate ideas.

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LAW305 Corporations Law

Com plet in ss es sm ent Complet pletin ingg aass sses essm sment See the Faculty of Law Procedures Relating to Written Work available at http://www.utas.edu.au/law/procedures.

Requests exten ensio sions penalt altie iess Reque sts for ext en sio ns and pen alt ie Synthesis Quizzes are completed online during regularly scheduled class time. No extensions or alternate arrangements are available. Should you be unable to complete a Synthesis Quiz for any reason (medical, personal, otherwise), you should plan to complete the Bonus Quiz at the end of the semester. See ‘Managing your Learning Access Plan (LAP) in this unit’ below for adjustments to Synthesis Quizzes according to your current LAP requirements.

Review off rresu esults appeals Rev iew o esu lts and appea ls Requests to review your examination script should be sent by email to the Unit Coordinator after marks have been published. The relevant university procedures apply to all cases of appeal of results.

Managi naging Learni arning Acces ccesss PPlan LAP)) in th this unit Ma nagi ng your Le arni ng A cces lan ((LAP LAP is un it If you have a Learning Access Plan (LAP), you are still required to satisfy all of the Threshold Learning Outcomes (TLOs) of this unit. The TLOs set out what an LLB graduate ‘is expected to know, understand and be able to do’ resulting from their learning in the course; TLOs are ‘expressed as minimum standards of performance, achievement or attainment’. You are responsible for making yourself aware of the TLO requirements and for proactively engaging with academic staff to ensure that any LAP adjustments satisfy the TLO requirements. If your LAP requires additional time to complete in-class quizzes and tests: •

You may request the pro-rata equivalent of additional time to complete your LAW305 Synthesis Quizzes. For example, if your LAP requires 15 additional minutes of writing time per hour, each 15-minute quiz can be set up to run for four (4) additional minutes. You MUST explicitly request this additional time when emailing your LAP to the Unit Coordinator ([email protected]). Requests must be received no later than 48 hours prior to a quiz day.

If your LAP requires particular room or related adjustments: •

Each quiz will be conducted online at the end of class time. You may choose to remain in the lecture theatre or exit the lecture theatre to situate yourself in a location that meets the requirements of your LAP.

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LAW305 Corporations Law

Acade demic referen erenci cing Aca de mic ref eren ci ng The assessment tasks in this unit do not involve the use of footnote citations. Nevertheless, please note that all assessment submissions in this unit must comply, in accordance with Faculty of Law Procedures, with Rule 1 and all in-text stylistic formats mandated by the Australian Guide to Legal Citation (AGLC), 3rd edition (2010), which is available on http://mulr.law.unimelb.edu.au/go/AGLC3 and on the Law School Library website: http://www.utas.edu.au/library/libs/law/law.html.

Acade demic misco scondu nduct Aca de mic mi sco ndu ct Academic misconduct includes cheating, plagiarism, allowing another student to copy work for an assignment or an examination, and any other conduct by which a student: a. seeks to gain, for themselves or for any other person, any academic advantage or advancement to which they or that other person are not entitled; or b. improperly disadvantages any other student. You are strongly advised to familiarise yourself with the University’s policies in relation to academic integrity, and to avoid any actions which may call into question your academic integrity. Please read the following statement on plagiarism.

Plagiar giaris ism Pla giar is m Plagiarism is a form of cheating. It is taking and using someone else's thoughts, writings or inventions and representing them as your own; for example, using an author's words without putting them in quotation marks and citing the source, using an author's ideas without proper acknowledgment and citation, copying another student's work. If you have any doubts about how to refer to the work of others in your assignments, please consult your lecturer or tutor for relevant referencing guidelines. You may also find the Academic Honesty site on MyLO of assistance. The intentional copying of someone else’s work as one’s own is a serious offence punishable by penalties that may range from a fine or deduction/cancellation of marks and, in the most serious of cases, to...