LAWS 7060 Law of Associations

Credit Points 10

Legacy Code 201057

Coordinator Grace Borsellino 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. 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. It is expected that students will be able to propose solutions to legal problem questions and issues relating to commercial associations with a focus on corporate law displaying 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.

School Law

Discipline Business and Commercial Law

Student Contribution Band HECS Band 4 10cp

Level Postgraduate Coursework Level 7 subject

Pre-requisite(s) LAWS 7053 Equity Trusts

Incompatible Subjects LAWS 3045 Law of Associations

Restrictions

Students must be enrolled in a postgraduate program.

Learning Outcomes

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

  1. Assess the principles of the law of commercial associations with a focus on the regulation of corporations and corporate activities, procedure and policy, and their relationship to broader social, economic and political contexts;
  2. Propose solutions to legal problem questions and issues relating to commercial associations with a focus on corporate law;
  3. 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;
  4. Reflect on ethical issues arising in the law of commercial associations practice and the professional responsibilities of lawyers in promoting justice and service to the community.

Subject Content

  1. The origin, nature and functions of companies
  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

Assessment

The following table summarises the standard assessment tasks for this subject. Please note this is a guide only. Assessment tasks are regularly updated, where there is a difference your Learning Guide takes precedence.

Type Length Percent Threshold Individual/Group Task
Online Quiz 60 minutes each x 3 ( best 2 out of 3) 20 N Individual
Legal Memorandum 2,000 words 35 N Individual
Final Exam 24 hour window 45 N Individual

Prescribed Texts

  • Borsellino, Grace (compiled by), Law of Associations: A Custom Publication for Western Sydney University (LexisNexis Butterworths, 2019)(+ eBook)

Teaching Periods

Spring (2022)

Parramatta - Victoria Rd

Day

Subject Contact Grace Borsellino Opens in new window

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Spring (2023)

Parramatta - Victoria Rd

On-site

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Structures that include subject