730-393 Corporations Law

Credit Points

Coordinator

Prerequisites

Torts and the Process of Law; History and Philosophy of Law; Criminal Law and Procedure; Constitutional and Administrative Law; Contracts; Property.

Corequisites

Equity.

Semester

Contact

Subject Description

(1) 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.

(2) The corporate constitution.

(3) Legal relations with outsiders. The way in which a corporation, as an independent 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.

(4) 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.

(5) 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 director, duties and liabilities of directors and officers, protection of minority shareholders, shareholders' remedies.

(6) Aspects of corporate insolvency.

Assessment

Either Essay 3000 words (30%) and Final Exam 2 hours (70%) or Final Exam 3 hours (100%).

Prescribed Texts

• Ford, Austin and Ramsay, Ford's Principles of Corporations Law. 8th ed, Butterworths, 1996.
• CCH, Corporations Law. 1997 ed..
  or
  Butterworths, Corporations Law. 1997 ed., Volume 1 of the Butterworths 2 volume set.