Handbook 1996 : Faculty of Law (Volume 3 page 216)
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Optional Law subject.
Prerequisite: Torts and the Process of Law; History and Philosophy of Law.
Students should also have completed the compulsory subjects except for Equity, which may be studied concurrently. Knowledge of, or at least interest in, commercial and business affairs is an advantage. Students who have previously completed Company Law 1 may not enrol in this subject.
Contact: 2 hours per week
Timetable: Both semesters
Objectives:
Students completing this subject should: understand the concepts of corporate personality and corporate finance; understand the law relating to corporate governance; and understand the procedures relating to corporate insolvency.
Content:
The law relating to corporations: the artificial legal nature of corporations marks them out as a field for separate study.General concepts. Forms of business associations; the history of the law of corporations; the constitutional basis of companies legislation; the concepts of limited liability and corporate personality; the various types of companies and their attributes; the incorporation process. The corporate constitution. Legal relations with outsiders. The way in which a corporation, as an independent but artificial legal entity, conducts legal relations with outsiders: the corporations capacity to sue and be sued, to own property and to make contracts and dispositions; liability for wrongs and lifting the corporate veil. Corporate finance. The sources and methods of corporate finance and its regulation: share capital, classes of shares, dividends, membership and share rights, debt capital and debentures. Internal organisation of corporations. The law relating to the two major organs of the corporation, the Board of Directors, and the General Meeting: administration and management, the office of directors, duties and liabilities of directors and officers, accounts and audit, protection of minority shareholders, members' remedies. Aspects of corporate insolvency.
Assessment:
Either Essay 3,000 words (30 per cent) and Final Exam 2 hours (70 per cent); or Final Exam 3 hours (100 per cent).
Prescribed texts:
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Handbook 1996 : Faculty of Law (Volume 3 page 216)
Status: Official 1996 Date created: Oct 9 1995 Last modified: Oct 9 1995 Authorised by: Academic Registrar Email enquiries: Course_Information@registrar.unimelb.edu.au
Maintained by: Faculty of Law.
Copyright © University of Melbourne 1995,1996.