730-456 Corporations Law

Legal Method and Reasoning; Principles of Public Law; Obligations; Contracts; Property or in each case their equivalents.

Equity and Trusts.

This subject introduces students to corporations law and provides a brief comparison with other forms of association such as partnerships. A particular concern of this subject is with the problems of small business which provide a theme for the functional analysis of basic concepts of corporations law. Particular emphasis is given to the governance of companies, including the relationship between directors and shareholders. None of these topics requires for its study a background in accounting, commerce, or business law. Necessary terms and concepts will be introduced in the subject itself. Topics covered in the subject will fall into four distinct parts.

Part 1: The Process and Incidents of Incorporation: Theoretical approaches to corporations law; the development and administration of corporations law; the formation of the company, including the classes of company under the Corporations Act, the privileged position of the private company and an introduction to the corporate constitution; some consequences of corporate personality, corporate groups and corporate crime.

Part 2: Corporate Finance: Debt v. Equity; share capital; maintenance of share capital.

Part 3: Corporate Structure and Governance: The structure of the company including an examination of the division of power between the corporate organs and some further study of the doctrines governing each organ; the duties and liabilities of directors and officers; shareholder remedies against abuse by directors and other controllers.

Part 4: Corporate Mortality: Voluntary administration; receivership; liquidation.

Because the topics covered in Part 4 are given detailed analysis in another subject (730-422 Insolvency Law) our discussion is necessarily limited to an overview of the topics.

Final open-book examination 3 hours 100% OR a 3000-word essay 30% (due Monday 8th May) and a final open-book examination 2 hours 70% OR an on-line exercise comprising (i) two 375-word interim memoranda and (ii) a final 2250-word essay 30% and a final open-book examination 2 hours 70%.

Printed materials will be issued by the Faculty of Law. Students should obtain a copy of the Corporations Act (2005 ed.) available in the following formats: (i) Butterworths one volume students edition or two volume complete edition; (ii) LawBook Co (Thomson) one volume edition; (iii) CCH one volume student edition or three volume complete edition. Either of the one volume editions is sufficient for this subject.