Credit Points 10

Legacy Code 200018

Coordinator Nicole Borg Opens in new window

Description This subject deals with issues that arise in relation to the selection of appropriate structures for the conduct of non-profit and commercial dealings. Students examine the legal and practical requirements involved in creating, operating and winding up associations, partnerships and corporations and their and their relationship to broader social, economic and political contexts. Emphasis is on the creation and operation of corporations, and the duties and liabilities of directors and officers, as well as the rights and obligations of shareholders. The subject will explore key ethical issues arising in the law of associations and consider different stakeholder perspectives.

School Law

Discipline Business and Commercial Law

Student Contribution Band HECS Band 4 10cp

Check your fees via the Fees page.

Level Undergraduate Level 3 subject

Pre-requisite(s) LAWS 3018

Incompatible Subjects LAWS 2010 - Law of Business Organisations

Learning Outcomes

On successful completion of this subject, students should be able to:

1. Explain the nature and scope of the law of commercial associations with a focus on the regulation of corporations and corporate activities and their relationship to broader social, economic and political contexts.
2. Examine the key concepts and principles of corporate law.
3. Apply corporate law principles to analyse and solve legal problem questions.
4. Present a clear and coherent argument that evidences legal research, legal reasoning and professional judgement in responding to issues relating to commercial associations with a focus on corporate law.
5. Understand key ethical issues arising in the law of associations and consider different stakeholder perspectives.

Subject Content

1. The origin, nature and functions of companies, including indigenous corporations 
2. Forms of business organisations and legal entities including partnerships, joint ventures, unincorporated associations, sole traders 
3. Incorporation and its consequences 
4. Formation, promotion and establishment of companies 
5. Corporate governance rules 
6. Company Constitution 
7. Board of Directors 
8. Shareholders 
9. Meetings: Directors and Shareholder 
10. Distribution of power between shareholders and directors 
11. Directors duties and liabilities 
12. Company’s liability for civil and criminal wrongs 
13. Fiduciary obligations 
14. Acting Properly and with Care 
15. Conflicts of Interest 
16. Accounts, Audit and Disclosure 
17. Members’ Remedies 
18. Corporate Finance including equity and debt financing, dividends, creditors, security holdings, fundraising 
19. Takeovers and disclosure of shareholdings 
20. Corporate reorganisation and elimination of minority holdings 
21. External administration in insolvency 
22. Receiverships 
23. Voluntary administration 
24. Winding up