LEGL601 - Commercial and Corporations Law

Year

Credit points

Campus offering

Prerequisites

Teaching organisation

Unit rationale, description and aim

Most businesses, of any size, are companies. Therefore, to function in the business environment it is important to understand the basic principles of company law. Apart from lawyers, accountants are the largest professional group that interacts with corporate structures and it is important that they understand the workings of, administration and limitations of company structures under the Corporations Act 2001. Companies conduct the majority of their activities through contracts. Accountants need a working knowledge of the law of contract. Emphasis in this unit is placed on understanding the legal effects of incorporation, the liability of companies, the laws relating to the raising and maintenance of capital, the responsibility for management of companies, the proper conduct of companies and protection of shareholders, options for companies in financial distress, common law and statutory rules applicable to contract, offer, acceptance, intention to establish legal relations, performance of contracts and remedies for breach of contract. The aim of this unit is to provide you with a solid grounding as we examine the main principles of company law and commercial law as they affect accountants.

Learning outcomes

To successfully complete this unit you will be able to demonstrate you have achieved the learning outcomes (LO) detailed in the below table.

Each outcome is informed by a number of graduate capabilities (GC) to ensure your work in this, and every unit, is part of a larger goal of graduating from ACU with the attributes of insight, empathy, imagination and impact.

Explore the graduate capabilities.

On successful completion of this unit, students should be able to:

LO1 - Identify and explain the basic principles of corporations and commercial law or apply those principles so as to develop the capabilities of students to be future generators of sustainable value for business and society at large and to work for an inclusive and sustainable global economy. (GA4, GA5)

LO2 - Assess the various duties and obligations of directors, other officers, and auditors of companies. (GA5)

LO3 - Use the relevant Act to research problems, construct solutions and explain the ongoing administrative requirements of a company. (GA5, GA6)

LO4 - Explain the legal effects when a company interacts with outsiders, in particular, the ways in which companies make contracts. (GA3, GA5)

Graduate attributes

GA3 - apply ethical perspectives in informed decision making

GA4 - think critically and reflectively 

GA5 - demonstrate values, knowledge, skills and attitudes appropriate to the discipline and/or profession 

GA6 - solve problems in a variety of settings taking local and international perspectives into account

Content

Topics will include: 

• Common law and statutory rules applicable to contract, offer, acceptance and intention to establish legal relations 
• Performance of contracts 
• Remedies for breach of contract 
• Incorporated versus unincorporated entities 
• The legal effects of incorporation 
• The liability of companies 
• The laws relating to the raising and maintenance of capital 
• The responsibility for management of companies 
• Directors duties of good faith and care 
• The proper conduct of companies, protection of shareholders, and  
• Options for companies in financial distress, liquidation and administration 

Learning and teaching strategy and rationale

ACU’s teaching policy focuses on learning outcomes for students. Our teaching aims to engage students as active participants in the learning process while acknowledging that all learning must involve a complex interplay of active and receptive processes, the constructing of meaning for oneself, and learning from others. ACU promotes and facilitates learning that is autonomous and self-motivated, is characterised by the individual taking satisfaction in the mastering of content and skills and is critical, looking beneath the surface level of information for the meaning and significance of what is being studied.

The schedule of the workshop is designed in such a way that students can achieve intended learning outcomes sequentially. Teaching and learning activities will apply the experiential learning model, which encourages students to apply higher order thinking. The unit ensures that learning activities involve real-world scenarios that in turn assist with ‘real-world’ preparedness. The unit also uses a scaffolding technique that builds a student’s skills and prepares them for the next phase of the learning process.

This unit is structured with required upfront preparation before workshops, most students report that they spend an average of one hour preparing before the workshop and one or more hours after the workshop practicing and revising what was covered. The online learning platforms used in this unit provide multiple forms of preparatory and practice opportunities for you to prepare and revise. It is up to individual students to ensure that the out of class study is adequate for the optimal learning outcomes and successes.

Mode of delivery: This unit is offered in different modes to cater to the learning needs and preferences of a range of participants and maximise effective participation for isolated and/or marginalised groups.

Attendance Mode

In a weekly attendance mode, students will require face-to-face attendance in specific physical location/s. Students will have face-to-face interactions with lecturer(s) to further their achievement of the learning outcomes. This unit is structured with required upfront preparation before workshops, most students report that they spend an average of one hour preparing before the workshop and one or more hours after the workshop practicing and revising what was covered. The online learning platforms used in this unit provide multiple forms of preparatory and practice opportunities for you to prepare and revise.

Blended Mode

In a blended mode, students will require intermittent face-to-face attendance determined by the School. Students will have face-to-face interactions with lecturer(s) to further their achievement of the learning outcomes. This unit is structured with required upfront preparation before workshops. The online learning platforms used in this unit provide multiple forms of preparatory and practice opportunities for you to prepare and revise.

Online Mode

In an Online mode, students are given the opportunity to attend facilitated synchronous online seminar classes with other students and participate in the construction and synthesis of knowledge, while developing their knowledge. Students are required to participate in a series of online interactive workshops which include activities, knowledge checks, discussion and interactive sessions. This approach allows flexibility for students and facilitates learning and participation for students with a preference for virtual learning.

Assessment strategy and rationale

Assessments are used primarily to foster learning. ACU adopts a constructivist approach to learning which seeks alignment between the fundamental purpose of each unit, the learning outcomes, teaching and learning strategy, assessment, and the learning environment. In order to pass this unit, students must demonstrate competence in all learning outcomes and achieve an overall score of at least 50%. Using constructive alignment, the assessment tasks are designed for students to demonstrate their achievement of each learning outcome.

Assessments are the same regardless of whether teaching mode is attendance, blended, or online. This is indicated in the overview of assessment table below.

Overview of assessments

Representative texts and references

Australian Corporations Legislation, (latest edition), Butterworths. 

Ciro, T; Goldwasser, V and Verma, R, (latest edition), Law and Business, latest edition, Oxford University Press.  

Corones, S. (latest edition), The Australian Consumer Law, Lawbook Co. 

Cusumano, S; Wiseman, L; Christensen, S, (latest edition), Butterworths Tutorial Series - Contracts, LexisNexis Butterworths.

Fitzpatrick, J; Symes, C; Veljanovski, A and Parker, D, (2016), Business and Corporations Law, 3rd edition, LexisNexis Butterworths, Australia. (or the latest edition) 

Hanrahan, P; Ramsay, I; Stapledon, G, (latest edition), Commercial Applications of Company Law, 11th edition, CCH. 

Harris, B, (latest edition) Constitutional Law Guidebook, The Federation Press. Lipton, P; Herzberg, A, (latest edition), Understanding Company Law, Law Book Co. 

Radan, P; Gooley J; (latest edition) Principles of Australian Contract Law, latest edition, LexisNexis.  

Terry, A; Giugni, D, (latest edition), Business and the Law, latest edition, Cengage Learning. 

Paterson, J; Robertson, A and Duke A, (latest edition), Principles of Contract Law, latest edition, Thomson Reuters. 

Turner, C; (latest edition), Australian Commercial Law, latest edition, Thomson Reuters