Corporations Law

This subject has the following teaching availabilities in 2008:

For the purposes of considering request for Reasonable Adjustments under the Disability Standards for Education (Cwth 2005), and Student Support and Engagement Policy, academic requirements for this subject are articulated in the Subject Overview, Learning Outcomes, Assessment and Generic Skills sections of this entry.

It is University policy to take all reasonable steps to minimise the impact of disability upon academic study, and reasonable adjustments will be made to enhance a student's participation in the University's programs. Students who feel their disability may impact on meeting the requirements of this subject are encouraged to discuss this matter with a Faculty Student Adviser and Student Equity and Disability Support: http://services.unimelb.edu.au/disability

This subject introduces students to corporations law and provides a brief comparison with other forms of association such as partnerships..The subject undertakes a 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 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
• Formation of companies, including the different classes of companies, proprietary companies versus public companies, and the corporate constitution
• Separate entity doctrine and its consequences

Part 2: Corporate Finance

• Nature of share capital and issue of shares
• Maintenance of share capital and share capital transactions, including reductions of capital, share buy-backs and financial assistance

Part 3: Corporate Structure And Governance

• Issues in corporate governance
• The duties and liabilities of directors and officers
• Shareholder remedies

Part 4: Corporate Mortality

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

This subject is not available as a breadth subject.

On completion of the subject, students should have developed the following generic skills:

• attitudes towards knowledge that include valuing truth, openness to new ideas and ethics associated with knowledge creation and usage
• the capacity for close reading and analysis of a range of sources
• the capacity for critical and independent thought and reflection
• the capacity to solve problems, including through the collection and evaluation of information
• the capacity to communicate, both orally and in writing
• the capacity to plan and manage time
• the capacity to participate as a member of a team
• intercultural sensitivity and understanding

In addition, on completion of the subject, students should have developed the following skills specific to the discipline of law:

• case reading and analysis, including an ability to:
• extract important features from judgments
• reconcile judgments
• evaluate the development of legal principles
• apply legal principles arising from case law to new situations
• statutory reading, interpretation and analysis, including an ability to:
• extract important features from statutes
• evaluate the development of statutory rules
• use, interpret and apply statutory provisions to new situations
• legal analysis and problem-solving, including an ability to:
• identify and analyse legal issues arising in complex fact situations
• for those students who choose assessment Option 2 - legal research skills, including an ability to:
• find case law
• find statutes
• find secondary sources
• legal writing skills, including an ability to:
• use case law as part of legal analysis
• use statutes as part of legal analysis
• o use secondary sources as part of legal analysis
• o identify and summarise legal principles
• o use proper referencing and citation
• o provide advice on legal issues