LLAW2323 Corporate Law

This topic provides an introduction to the regulation and operation of companies in Australia and to the key alternative structures relied upon for commercial activity (including partnerships, associations and sole trading). Company formation, the internal regulation of companies and company relations with outsiders are also considered. Key issues such as directors' duties, members' remedies and winding up are covered in this topic as well as day-to-day issues of corporate functioning. Ethical considerations in relation to company operations and the practice of corporate law, as well as the practice of law more generally, also form part of this topic.

This topic aims to:

• Give students an introductory understanding of structures relied upon for commercial activity
• Develop students' understanding of the operation of company law in Australia, with specific reference to:
  • Corporate personality
  • The incorporation process
  • The corporate constitution
  • Company relations with outsiders, including company contracts and corporate liability for wrongs
  • Administration of companies and management of the business of companies
  • Duties and liabilities of directors and officers
  • Share capital and membership
  • Members' remedies
  • Company credit and security arrangements
  • Winding up of companies
  • Develop students' skills in relation to good drafting of letters of advice
  • Develop students' skills in relation to statutory interpretation
  • Raise students' ethical awareness of the practice of company law in Australia and be able to detect ethical issues in the context of modern corporate law practice in Australia

1. Describe, explain, and critically analyse and apply legal principles that apply to corporations
2. Identify and articulate complex legal issues in the context of corporate law
3. Recognise, and develop ability to respond to, ethical issues likely to arise in professional contexts
4. Apply legal reasoning and research to generate appropriate jurisprudential and practical responses to legal issues
5. Communicate in ways that are effective, appropriate and persuasive for legal and non-legal audiences