DDC/08/237 Faculty of Business & Enterprise Higher Education Division

Master of Practising Accounting Master of Professional Accounting Unit of Study Outline

HBL 607 AUSTRALIAN COMPANY LAW

Semester 2, 2013

Swinburne University of Technology, 2008 Except as provided in the Copyright Act 1968, this document may not be reproduced in any form without the written permission of the University.

Unit of Study Outline

Unit of study code Unit of study name Teaching Term/Semester & Year Contact Hours (hrs/wk) or total contact hours Prerequisites Corequisites Credit Points HBL 607 Australian Company Law Semester 2, 2013 3hrs/wk Nil Nil 12.5

Teaching Staff
Name Role Campus & Room No. Alex Wan Unit of Study Convenor BA 1118, Hawthorn 92144716 awan@swin.edu.au See Blackboard & notice on office door Phone No. Email Address Consultation Times

Aims & Objectives The general aim of this unit of study is to enable students to gain an understanding of the various types of business organisations that are employed in the modern business environment. The primary focus is on companies, the provisions of the Corporations Act 2001 (Cth) and case law which regulate company activities, company officers and shareholders. In particular, this unit of study deals with the incorporation of companies, the relationship between companies and outsiders, the raising of capital, corporate governance, the rights of members and the options available to companies and creditors when a company is in trouble. Graduate Attributes Specifically this unit aims at promoting and implementing an educational environment that prepares students to function in a business environment and instils an attitude of life-long learning in these students. With the unit delivery and content incorporating topical examples, Power Point presentations, structured assessment and web learning, we aim to achieve the following in our students: Analysis skills Problem solving skills Communications skills Ability to tackle unfamiliar problems Ability to work independently

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Content Topic 1: Characteristics of a Company & Business Structures Topic 2: The Company Constitution Topic 3: Companys Relations with Outsiders Topic 4: Share Capital, Membership, and Dividends Topic 5: Directors and Corporate Governance Topic 6: Directors Duties: Good Faith Topic 7: Directors Duties: Duty of Care Topic 8: Members Meetings and Members Remedies Topic 9: Company in Trouble

Prior Knowledge and Skills Assumed

You are expected to have foundational knowledge of sources of law in Australia. In particular you will be expected to use proper legal technique when answering legal problems. This involves identifying the legal issue(s), referring to case law and statute law (if applicable), applying the law to the facts and reaching a conclusion that can be justified. Learning and Teaching Structure A total of 3 hours a week (one 2 hour lecture and a 1 hour tutorial). A variety of learning tools will be used including case studies, practical exercises and tutorial problems. In addition, you will be given the opportunity for self-directed learning by way of computorial exercises and review questions. In a Semester, you should normally expect to spend, on average, twelve and a half hours of total time (formal contact time plus independent study time) a week on a 12.5 credit point unit of study. Suggested Schedule of Lecture and Tutorial Topics Week
Week 1 Week 2 Week 3 Week 4 Aug 12 Aug 19 Aug 26 Sept 2

Lecture
Characteristics of a Company The Company Constitution Companys Relations with Outsiders Share Capital, Membership and Dividends Share Capital, Membership and Dividends cont Directors and Corporate Governance TEST Directors Duties: Good Faith

Tutorial
No Tutorial 1 Characteristics of a Company 2 The Company Constitution 3 Companys Relations with Outsiders

Week 5

Sept 9

4 Membership, Share Capital and Dividends 5 Practical Exercises No Tutorial 6 Directors and Corporate Governance

Week 6 Week 7 Week 8

Sept 16 Sept 30 Oct 7

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Week 9 Week 10 Week 11 Week 12

Oct 14 Oct 21 Oct 28 Nov 4

Directors Duties: Duty of Care Members Meetings & Remedies Company in Trouble Exam Revision

7 Directors Duties: Good Faith 8 Directors Duties: Duty of Care 9 Members Meetings & Remedies 10 Company in Trouble

Mid-semester break: Sept 23 Sept 27 (inclusive)

Resources and Reference Material Prescribed text: Harris, J., Hargovan, A. and Adams, M., Australian Corporate Law, 4th Edition LexisNexis Butterworths 2013. Australian Corporations Legislation 2013 Edition, LexisNexis, Butterworths 2013. References: Lipton, P. and Herzberg, A., Understanding Company Law, 16th Edition, Law Book Company 2012. Ford, H. Austin, R. & Ramsay, I., Fords Principles of Corporations Law, 14th Edition, Butterworths 2009. Baxt, R., Fletcher, K., & Fridman, S. Corporations and Associations Cases and Materials, 10th Ed. Butterworths 2009. Tomasic, R., Jackson, J., Woellner, R., Corporations Law - Principles, Policy and Process, 4th Ed. Butterworths 2002. James, Nickolas, Business Law, 2nd Edition, Wiley 2012. James, Nickolas, Field, Rachael, The New Lawyer, Wiley 2013.

Assessment a. Assessment Task Details

Assessment Task Individual/ Group Task Related Learning Objective(s) This tests students legal problem solving technique, including the ability to identify legal issues, argue both sides and apply legal principles logically to determine the outcome of a contract dispute. The exam tests students legal knowledge and problem solving technique in the context of determining the outcome of contract law issues Weighting Due Date

Test

Individual

25%

Week beginning Sept 30

Final Exam

Individual

75%

Examination period

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The Test and the Final Exam will be open book and the assessment format will be problem-based examination. Students may refer to any notes, textbooks or materials (including the course booklet), apart from dictionaries. However, no electronic devices whatsoever will be allowed in the Final Examination. All topics are examinable in the Final Exam except for the topics covered in the Test (please also refer to the section on Examination Requirements below). The final exam will again enable students to demonstrate their legal knowledge and problem solving technique, including the ability to identify legal issues, argue both sides and apply legal principles logically to determine the outcome of contract law problems. Students must refer to relevant cases and (if applicable) statute law. If you fail to sit the test without a valid reason you will need to comply with the Special Consideration criteria outlined in Swinburnes Assessment and Appeals Policy and Procedure http://ppd.swin.edu.au/stuinf/AssessmentAndAppealsHigherEducation.htm . If you do not fulfil the criteria you will not be eligible to sit a further test. If you fall within the criteria but did not sit a further test your final exam mark will be given the same weight as the test and final exam combined. b. Participation Requirements There are no marks awarded for participation or class attendance in this Unit. However, students are expected to attend all classes and to have prepared and attempted to apply material covered in lectures to the exercises and problems included in the Unit Materials Booklet prior to attending tutorials each week. c. Minimum Requirements to pass this Unit of Study:
In order to achieve a pass in this unit of study, you must achieve an aggregate score of 50% or more. Students do not have to pass all assessment tasks.

d. Assessment Criteria: In all of your written work you should strive to meet the following requirements: Clear expression Coverage of relevant points in the topic Forgoing long quotations: your own accurate paraphrasing is preferable Fluent and logical analysis and discussion, and Criticism or argument where appropriate (this is important because it is an indicator of your understanding of a subject)

Where assessment consists of problem type questions, you will be expected to explore the complexity of issues and to use proper legal technique which includes Define issues clearly Identify and state the relevant law, ensuring that you refer to relevant cases and statute law Apply the law to the facts, arguing both sides where appropriate Put forward a conclusion and justify it.

Further information is contained in the course materials under the heading A guide to answering legal problems.

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Grading Criteria The grading criterion for assessment is shown in the table below:
GRADES N 0-49% CRITERIAS 1 Identification of issues Issues are not addressed or are addressed inappropriately Addresses most of the issues but overlooks a few minor ones Addresses most of the major and some minor issues Addresses most major and minor issues Addresses all of the major and minor issues P 50-64% C 65-74% D 75-84% HD 85-100%

Identification of the source of the law on each issue:case law, statute

Sources are not identified or are identified inappropriately

Overlooks or inappropriately identifies a few of the major sources and some of the minor sources

Identifies most of the major and some minor sources

Identifies most of the major and minor issues

Addresses all the major and minor sources of law

Accurate explanation or justification of the relevant law on each issue

Does not give an accurate explanation of the relevant law on each issue

Gives a satisfactory explanation of the relevant law on each issue with minor errors or omissions

Gives a good explanation of the relevant law on each issue with some minor errors or omissions

Gives a very good explanation of most of the relevant law on each issue

Gives an excellent explanation of all relevant law on each major and minor issue

Application of the relevant law to each issue

Does not present a well argued application

Presents coherent application but does not address some significant matters

Presents coherent argument on major issues with some minor errors or omissions.

Presents and discusses very thoroughly a coherent application of the law to major issues

Presents and discusses very thoroughly a coherent application of the law to all major and minor issues

Presentation and organisation of work in a logical manner

Analysis is poorly organised and does not flow effectively

Analysis is reasonably well organised and flow is adequate

Analysis is good and well organised and flow is adequate

Analysis is very good and well organised and flow is effective

Analysis is outstanding and very well organised and flow is very effective

Final Result Categories Symbol

HD D C P N NA

Result
High Distinction Distinction Credit Pass Not Pass No assessment attempted

%
85-100 75-84 65-74 50-64 1-49

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WDFP NLWD DEF

Withdrawn/Fee payable Not Pass/Late withdrawal Deferred result

e. Submission of Assignments: Not applicable. f. Extensions and Late Submissions: Not applicable. g. Assessment Results: Test results will be available on Blackboard. h. Groupwork Guidelines: Not applicable. i. Email Communication and Voicemail For privacy and reliability reasons, Swinburne University of Technology will only communicate with you via your official Swinburne University email account. It is your responsibility to check this account regularly for important official communication. All email sent to the unit convener of HBL607 needs to be sent from your student email account. This will ensure your email is received in a timely manner and not automatically sent to the SPAM filter used by Swinburne. Swinburne email accounts can be forwarded to personal accounts. Please see http://outlook.com. As part of the email criteria please clearly place in the email subject heading the unit code HBL607 and a brief topic description, and in the body of your email state your name (first name and last name) so that your email can be attended to as soon as possible. If you are leaving a Voicemail message on the telephone, please make sure you clearly and slowly leave your name and a contact phone number so your call can be returned as soon as possible. You are encouraged to consult members of the teaching panel about your individual problems and progress or about new understandings and successes! j. Assessment and Appeals Policy and Procedure The information outlined in the Assessment sections above is covered in more detail in Swinburnes Assessment and Appeals Policy and Procedure. Students must be familiar with the Policy and Procedure, found at http://policies.swinburne.edu.au/ppdonline/showdoc.aspx? recnum=POL/2007/9 The Policy and Procedure provides details about: Assessment issues such as the conduct of examinations, plagiarism policies and details explaining how to apply for a review of results and other appeals, and Student progress issues such as unsatisfactory academic progress and early intervention procedures, and Information for students with disabilities and special needs and procedures for applying for special consideration.

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Students should make themselves familiar with all aspects of the Policy and Procedure, as failure to do so is not grounds for appeal. Students are advised to seek advice from the staff at the Swinburne Student Amenities Association SSAA (http://www.myssaa.com.au/) if they require assistance with advocacy for Sections 12 (AtRisk and Progress Review) and 13 (Appeals) of the Policy and Procedure. k. Examination requirements The final exam is open-book and the question format is problem-based. Students are allowed to bring to the exam the following materials: Any Act and Regulations of Parliament; Any book or textbook; Student notes; Lecture notes; Photocopied materials; Handwritten notes; Case studies; Course materials (except dictionaries and electronic devices of any sort). l. Ethical Conduct at Swinburne During your studies you may carry out research projects or case studies where you will discuss business issues with personnel or customers of organisations. Any research activities relating to assignments should be under academic supervision. Your unit convenor is required to fully inform you of what and how you may be required to research. Your activities as a Swinburne member (staff or student) are expected to be in accord with the Code of Conduct. The code is available at: http://policies.swinburne.edu.au/ppdonline/default.aspx?mode=glossary&word=Conduct. If you are conducting research you must also be familiar with the Universitys Ethics Policy (available at http://www.swinburne.edu.au/research/ethics/ ). You may not contact any organisation or person until you have agreed to abide by these policies. You should be grateful for the goodwill granted to you by individuals and organisations who agree to assist you and you are required to behave in a professional and ethical manner at all times. At no time are you to divulge confidential information of any organisation (including your employer) in any assignment or report without the written permission of the organisation. Students collecting information for assignments and reports must disclose: That you are a student of Swinburne University of Technology Information on the assignment or report to the contact Your employment status and who your employer is, if employed Any potential conflict of interest

Under no circumstances are you to use any form of misrepresentation or unethical practices to obtain information. If you are unsure whether your data collection falls within the universitys Ethics Guidelines, contact your Unit Convenor. m. Blackboard Site for this Unit of Study Important information concerning this unit of study is placed on the Swinburne course management system (Blackboard), accessible via http://ilearn.swin.edu.au/ It is your responsibility to access on a regular basis the Blackboard site for your unit of study, the Announcements section on Blackboard, and any emails sent by the teaching staff to your student email address via Blackboard. If you access your email through a provider other than Swinburne, it is your responsibility to ensure that your Swinburne email is redirected to your private email address. To redirect your Swinburne email, go to http://live.swinburne.edu.au/login.html

Type in your ID number and your password. Note your ID number is the first six numbers of your student ID and your password is initially set to your date of birth in the format DDMMYY
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Under 'Email forwarding' enter the email address to which you would like your Swinburne emails to be forwarded. Now click 'Change'

n. Student Feedback: Swinburne seeks student feedback in a number of ways, including through periodic Student Feedback on Units and Student Feedback on Teaching surveys, as part of the universitys approach to quality assurance and improvement. Possible improvement based on both student and staff feedback is considered by Unit Convenors, Unit Panels made up of relevant teaching staff, Program Panels, Faculty Academic Committees, and the Academic Programs Quality Committee, as appropriate. o. Safety Standards and Conduct Requirements: The University executes safety drills without warning. Be prepared to follow instructions from staff and/or wardens to evacuate the building in a safe and orderly manner. All students are expected to respect the rights and sensibilities of their fellow students and teaching staff. This also applies in respect of the content of video and audio work submitted for assessment. The University has rigorous anti-discrimination and harassment policies and procedures. http://ppd.swinburne.edu.au/humres/AntiDiscrimination.htm Safety procedures in laboratories must be followed. Open-toed shoes are not permitted in certain laboratories. Drink or food is not permitted in teaching spaces. The supervisor is authorised to exclude students for dangerous or disruptive behaviour which would result in forfeiture of all marks for the laboratory activity. The playing of computer games is not allowed in the computer labs. p. Special Needs If you have special needs you should advise your Faculty and the Unit of Study Convenor by the end of the second week of the teaching period. In addition, you are recommended to notify the Equity Office if you have not already done so. See also the Students with Disabilities and Special Needs Section of the Assessment and Appeals Policy & Procedure, at http://policies.swinburne.edu.au/ppdonline/showdoc.aspx? recnum=POL/2007/9 . q. Student Charter The Charter describes what students can reasonably expect from Swinburne in order to enjoy a quality learning experience. It also defines the Universitys expectations of students, because students contribute to their own learning experience and to that of their fellow students. The statements in this Charter complement, but do not substitute for, the Universitys regulations, policies and procedures. Rather the Charter provides a summary of expectations that assists students in their understanding of how to maximise their learning experience. Swinburne will endeavour to provide you, as a student, with: 1. Program content and resources that are up-to-date in terms of the latest research, technologies, industry developments, skill requirements and global perspectives in the area in which you are studying. 2. Access to the information you need to prepare for your studies and to undertake them successfully. 3. Relevant learning activities that enable you to develop career skills such as teamwork, critical thinking, problem-solving and communication. 4. Staff who are well prepared and use appropriate methods and technologies to maximise your opportunities for learning and scholarship.

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5. Staff who treat you with respect and courtesy, are interested in your progress, respond to your communications in a timely manner and are accessible at designated times outside formal learning activities. 6. Fair and rigorous assessment that is conducted consistently against clear criteria. 7. Constructive and timely feedback on your progress, to allow you to improve your academic performance and career skills. 8. Access to quality facilities that meet safety standards, including learning and study spaces; equipment that supports your learning and career aspirations; effective information and communications resources; and places and forums for social interaction with peers. 9. Opportunities to provide feedback on your experience at Swinburne. All issues that you raise will be given serious consideration, and addressed in a fair and efficient manner. 10. Access to appropriate support if you experience personal, academic or disability related difficulties. 11. An environment in which you are treated equitably, free from discrimination, harassment and intimidation, and one where diversity is respected and valued.

Swinburne expects that you, as a student, will endeavour to: 1. Attend formal learning activities punctually, and participate actively and positively in your own learning. 2. Make a commitment to engage with your studies, including all self-directed learning tasks, and meet your assessment requirements and administrative deadlines. 3. Monitor your own progress and use feedback from staff to improve your learning. 4. Be accountable for your own learning, raising any questions or concerns about any aspect of your study in a respectful manner and within a reasonable timeframe. 5. Work responsibly and collaboratively to achieve study outcomes that require group activity, and avoid behaviour that interferes with the study experience of others. 6. Ensure that the work you submit is your own, complies with the rules and policies relating to assessment and academic integrity. 7. Provide fair, honest and respectful feedback on the quality of the learning experience you receive in order to help staff improve the educational experience at Swinburne. 8. Treat other students and staff with respect and courtesy in a safe manner, and refrain from harassing them or discriminating against them. 9. Respect University property and facilities, including library, computing and laboratory resources, and recognise the right of others to use these facilities and services. 10. Demonstrate professional behaviour while undertaking industry placements, projects or fieldwork, and respect the privacy of the client and any commercial information made available to you.

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