Corporations Law

This subject has the following teaching availabilities in 2011:

LAWS50023 Legal Method and Reasoning; LAWS50024 Principles of Public Law; LAWS50025 Torts; LAWS50026 Obligations; LAWS50027 Dispute Resolution; LAWS50028 Constitutional Law; LAWS50029 Contracts; LAWS50030 Property; LAWS50031 Legal Theory; LAWS50032 Administrative Law; LAWS50033 Trusts; LAWS50034 Criminal Law and Procedure.

The Melbourne Law School welcomes applications from students with disabilities. It is University and Law School policy to take all reasonable steps to enable the participation of students with disabilities, and reasonable adjustments will be made to enhance a student’s participation in the School’s programs.

The inherent academic requirements for the study in the Melbourne Law School are:

1. The ability to attend classes and actively engage in the analysis of complex materials and debate;
2. The ability to read, analyse and comprehend complex written legal materials and complex interdisciplinary materials;
3. The ability to clearly and independently communicate in writing a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
4. The ability to clearly and independently communicate orally a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
5. The ability to work independently and as a part of a group;
6. The ability to present orally and in writing legal analysis to a professional standard.

Students must possess behavioural and social attributes that enable them to participate in a complex learning environment. Students are required to take responsibility for their own participation and learning. They also contribute to the learning of other students in collaborative learning environments, demonstrating interpersonal skills and an understanding of the needs of other students. Assessment may include the outcomes of tasks completed in collaboration with other students.

Students who feel their disability will prevent them from participating in tasks involving these inherent academic requirements are encouraged to contact the Disability Liaison Unit: http://www.services.unimelb.edu.au/disability/.

This subject is designed to:

• Impart knowledge an understanding of the principal characteristics of companies and principles of company law as a basis for admission to practice in Victoria;
• Provide a platform for further, in-depth study of particular aspects of corporations law (for example, corporate governance, securities and takeovers, corporate finance and external administration) in later optional subjects;
• Introduce students to the jurisprudence of corporations law and open up discussion of the manner in which different theoretical conceptions of corporations, and different approaches to regulation, affect the development and application of company law.

The course of study covers: corporate personality and types of corporations; the incorporation process; the corporate constitution; company contracts; administration of companies and management of the business of companies; duties and liabilities of company directors and officers; share capital and membership; members’ remedies; company credit and security arrangements; and winding up of companies. At the completion of the course, students will be familiar with the key provisions of the Australian Corporations Act 2001 (Cth) and with significant case-law concerned with public and proprietary companies limited by shares. They will understand the constitutional and administrative arrangements for the formation and regulation of companies.

On completion of this subject, students should:

• Be able to find, understand and use legal principles and other norms relevant to corporate law;
• Understand key corporate law concepts, particularly in relation to the formation of companies, how they are governed, and their relations with outsiders;
• Be able to find and apply the law relevant to the resolution of a dispute or potential dispute involving issues of corporate law;
• Understand corporate law in its practical context and in relation to law as a whole;
• Understand and be able to contribute to strategies to reform corporate law;
• Have enhanced their skills in advanced legal research and writing.
  

• Practical Exercise (20%);
• Supervised Examination (80%).

• Printed materials will be available from the Melbourne Law School;
• Corporations Act (2005 Edition). This legislation is available in the following formats:
  
  - Butterworths - publishes a one-volume Student Edition and a two-volume complete edition;
  - LawBook Co (Thomson) - publishes a one-volume edition;
  - CCH - publishes a one-volume Student Edition and a three-volume complete edition.
  
  (Either of the one-volume editions is sufficient for this subject).
  

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:

• Advanced 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 complex and lengthy 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.
  
• Legal writing skills, including an ability to:
  
  - Provide advice on legal issues.