Coordinator:  Associate Professor Pamela Hanrahan    Telephone:  83447858    Office:   Room 0757    Email:   Click here to email Pamela Hanrahan

 

Prerequisites and/or Corequisites

Prerequisites: Contracts, Legal Method and Reasoning, Obligations, Principles of Public Law, Property or equivalent subjects
Corequisite: Equity and Trusts

Generic Skills

Description

This subject introduces students to corporations law and provides a brief comparison with other forms of association such as partnerships. A particular concern of the 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 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-xxx Insolvency Law) our discussion is necessarily limited to an overview of the topics.

In the new LLB curriculum, Corporations Law will be referred to as "quasi-compulsory" so as to reflect the fact that it is a subject that students must complete in order to be eligible for admission to practice.

Points: 12.5

Mode of delivery: Seminars

Contact hours: Two 2-hour lecture/seminars per week

Estimated Total Time Commitment: 144 Hours