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Semester 1:
Adelaide Law School
Ligertwood Building, North Terrace, Room 309
Telephone: 83135543
Email: beth.nosworthy@adelaide.edu.au
Course Website:

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Semester 2:
Adelaide Law School
Ligertwood Building, North Terrace, Room 213
Telephone: 8313 8304
Email: francesco.dezwart@adelaide.edu.au 
Course Website:

On successful completion of this course, students will be able to:

1.  Identify and discuss fundamental legal issues in commercial scenarios and the applicable legislation and partnership law and corporate law principles.
2.  Apply critical thinking and problem solving skills in relation to given partnership law and corporate law scenarios.
3.  Communicate information and ideas effectively using academically and professionally relevant language.
4.  Apply commercial law concepts to authentic and relevant scenarios and problems.

COMMUNICATION SKILLS

The continuing development of good interpersonal skills and communication skills is widely regarded as important for all graduates. This course specifically seeks to develop students’ abilities in oral and written communications. It provides opportunities for students to practice in small working groups.

1.  Students are permitted to take the below textbook(s) into the examination room:

Hanrahan P, Ramsay I and Stapeldon G, Commercial Applications of Company Law
Publisher: OUP
Edition: 2017, (18th edition)
ISBN: TBA

The Lecturer and Tutors will make reference to this textbook throughout the course so each student should ensure that they have their own copy.
             

2.  Statute/Legislation

Corporations Act 2001 (edition 2017)
Publisher: CCH, Butterworths or Thomson Lawbook

It is essential that students purchase this legislation as the subject lecturers and tutors will refer to the relevant sections during the course.

The Corporations Act 2001 is also available at

 
3.  Course Readers

3.1  Course Reader 1: The Law of Business Structures

A Course Reader for Commercial Law II entitled “The Law of Business Structures” will be available to be collected by students from the Image and Copying Centre, Level 1, Hughes Building. Students will receive an email when the Course Reader will be available to be collected.

3.2  Course Reader 2: Corporations Law

A further Course Reader entitled “Corporations Law” will be available later in the semester. 

Students may find the following additional textbook helpful but are not expected to purchase it:
 
Lipton P, Herzberg A and Welsh, M, Understanding Company Law, 20th Edition, 2017
Publisher: Thomson Reuters

INTERNET SITES

Lecture slides, tutorial questions, other course materials and resources, additional web-links, assessment and important messages relating to the course will be placed on MyUni throughout the course. MyUni can be found at

Students will also find materials such as case law, legislation and other information related to the topics in the course at the following internet sites:

Australian Securities and Investments Commission:  

State and Commonwealth Cases, Legislation and legal journal articles:  


 
 

1. TEACHING AND LEARNING MODES

Teaching will be by way of:

(i)  One two-hour lecture per week and

(ii) One one-hour tutorial each week (tutorials commencing in week 2 of semester) and

(iii)  One 90-minute Small Group Discovery Experience (SGDE) exam problem workshop in weeks 4, 8 and 12.


2. TUTORIALS

Tutorials are a vital component in this subject. As such, it is important that students attend tutorials. The ability to recognise and
discuss relevant legal issues in a commercial scenario is the primary aim of this subject. In tutorials students are expected to engage in the learning process and actively participate in class discussions. At times in tutorials students will be divided into small groups whereby there will be presentations by students of the tutorial problems.

Preparation, attendance and participation in the Tutorials forms part of the assessment for the course (see below Assessment Detail).

WORKLOAD

The University expects full-time students (i.e. those taking 12 units per semester) to devote a total of 48 hours per week to their studies. This means that you are expected to commit approximately 9 hours for a three-unit course of private study
outside of your regular classes.

Students in this course are expected to attend all lectures and Small Group Discovery Experience (SGDE) exam problem workshops throughout the semester plus their allocated one hour tutorial class each week.

1.  LECTURE TOPICS

Lectures will cover the following topics:
 
Sole Traders
Partnerships
Joint Ventures
Syndicates
Trusts
The Concept of Corporate Personality
Types of Companies
Registration of Companies
The Corporate Constitution and Replaceable Rules
Promoters
Pre-Registration Contracts
Company Contracts
Criminal Liability of Companies
Tortious Liability of Companies
Management of Companies
Directors and Other Officers
Directors and Senior Management Duties
-Common Law and Equity
- Corporations Act
Company Financial Reporting
Auditors
Members’ Rights
Shares
Dividends
Corporate Borrowing
External Administration


2.  WEEKLY LECTURE TOPIC GUIDE

Week Number          Lecture Topic

1                              Course Introduction, Administration and Assessment

                                Sole Traders

                                Partnerships Part 1
                                Definition of a Partnership
                                Existence of a Partnership
 
2                              Partnerships Part 2
                                Existence of a Partnership (cont’d)
                                Wrongful Acts of the Partners
                                Power of a Partner to Bind the Firm
                                Holding Out as a Partner
                                Rights of Persons Dealing with the Partnership
                                Relations between Partners
 
3                              Partnerships Part 3
                                Relations between Partners (cont’d)
                                Partnership Property
                                Dissolution of a Partnership
 
                                Syndicates
 
                                Introduction to Trusts
                                Definition of a Trust
                                Trustee’s Duties
                                Trustee’s Liabilities
 
4                              Corporations
                                The Concept of Corporate Personality
                                Types of Companies
                                Registration of Companies
                                Constitution and Replaceable Rules
 
5                              Corporations
                                Promoters
                                Pre-Registration Contracts
                                Company Contracts
 
6                              Corporations
                                Company Contracts (cont’d)
                                Criminal Liability of Companies
                                Tortious Liability of Companies
                                Management of the Company

7                               Corporations
                                 Directors and Other Officers
                                 Directors and Senior Management Duties
                                 · Common Law and Equity
 
8                               Corporations
                                 Directors and Senior Management Duties
                                 · Corporations Act 
 
9                               Corporations
                                 Directors’ Duty to Prevent Insolvent Trading
                                 Company Financial Reporting and Auditing
 
10                             Corporations
                                 Company Financial Reporting and Auditing (cont’d)
 
11                             Corporations
                                 Members’ Rights
 
12                             Corporations
                                 Shares
                                 Dividends
                                 Corporate Borrowing
                                 External Administration

Small Group Discovery Experience (SGDE) Exam Problem Workshop

A Small Group Discovery Experience (SGDE) Exam Problem Workshop will be held in Weeks 4, 8 and 12

The SGDE Exam Problem Workshop topics are:

1.  Week 4 - The Existence of a Partnership
2.  Week 8 - Directors' Duties under the Common Law, Equity and the Corporations Act
3.  Week 12 - Members' Rights and Remedies under the Common Law, Equity and the Corporations Act

Teaching and Learning activities for the SGDE Exam Problem Workshops are:

1.  Optional - SGDE Feedback, Question and Discussion Component

Students should form themselves into groups of 2-3 students to attend the SGDE Workshops in the above weeks.  If you cannot form a group, please come to the SGDE Workshop and you will be allocated to a group atthe start of the Workshop. Students should prepare a written answer to the sample class test/assignment or exam question on the relevant topic which will be posted to the MyUni site.

Students, in their small groups, will contribute to drafting a model answer, receive feedback on their written work, ask questions and participate in discussion.

Some aspects of the SGDE Workshop cannot be recorded as there are multiple small groups receiving feedback, but best efforts will be made to record as much as is practicable.

2.  Publication of Feedback Available to All Students

Written feedback on the Worshop question and the collaborative model answer will be posted to the MyUni site for all students.

3.  Now Arrange Your SGDE Group

Students should arrange their small group of 2-3 students in time for each of the SGDE Workshops.  Again, unallocated students will be formed into groups at the start of the SGDE Workshop.

ASSESSMENT SUMMARY

Assessment Task	% Weighting of Final Mark	Release Date	Due Date	Group or Individual	Word Count / Time	Redeemable	Course Learning Outcomes
Tutorial Preparation, Attendance and Participation	10% (Compulsory)	N/A	N/A	Individual	1 hour weekly	No	1 - 4
Take-Home Class Test	30% (Compulsory)	12.00 midday Friday 24 March	2.00pm Monday 3 April	Individual	Max. 2,500 words	No	1 - 4
Final Exam	60% (Compulsory)	Examination Period	Examination Period	Individual	3 hour exam plus 10 minutes reading time	No	1 - 4

N/A

1.  ASSESSMENT DETAIL

The assessment components are as follows:

1.1  Tutorial Preparation, Attendance and Participation (compulsory) 10%

You must attend the weekly (commencing week 2) tutorial you are enrolled in to gain marks for preparation, attendance and participation.  Only a medical certificate or some significant reason as set out in the University's Modified Arrangements for Coursework Assessment (MACA) Policy accepted in writing by the Course Coordinator will excuse you
from attending.

1.2  Take-Home Class Test/Assignment (compulsory) 30%

Date and Time Posted to MyUni site: 12.00 midday Friday 24 March

Date and Time Due: 2.00pm Monday 3 April

Maximum Word Length: 2,500 words

The test/assignment is an open book test/assignment.

1.3  Final Exam (compulsory) 60%

There will be a 3 hour exam plus 10 minutes reading time.

The exam is an open book exam.

Official Reading Time:          10 mins
Writing Time:                       180 mins

Total Duration:                      190 mins

Please note that the following materials are permitted within the exam room:
· Prescribed textbook and any other textbooks, legislation, course materials and handouts, your own lecture notes and other summaries or notes written and prepared by you, and not prepared by or taken from someone else.

· English or English/foreign language dictionary (paper only).

The above materials may be typed.

The above materials may have additional handwritten written comments.

INSTRUCTIONS TO CANDIDATES FOR CLASS TEST/ASSIGNMENT:

1. THE TEST/ASSIGNMENT IS COMPULSORY – All students must undertake the Test/Assignment as part of the assessment for the course.

2. ANSWER BOTH QUESTIONS 1 AND 2.

3. QUESTION 1 is worth 20 marks.

4. QUESTION 2 is worth 10 marks.

5. This is a ‘Take-Home’ and ‘Open Book’ test/assignment worth 30% of your overall grade for this subject.

6. Your answer must be no more than 2,500 words in content excluding footnotes. A penalty of a 3-mark reduction in mark will be imposed for every 100 words over the word limit.

7. Your answer must be type written and double spaced.  A font of not less than 12 must be used, and a word count shown at the end of your test answer. An answer that does not have a word-count may not be marked.

8. You must use footnotes to reference your answer NOT endnotes.  Footnotes should not, however, include content that is
essential to the reasoning on an issue. In other words, do not put any substantive or important text relevant to your answer in the footnotes as marks will generally not be given to the content of footnotes. 

The footnotes do not count in the word-count.

9. DO NOT PRINT OUT OR SUBMIT A COVER SHEET. 

10.   DO NOT SUBMIT A PAPER COPY OF YOUR ANSWER.  Students should ensure that a copy of the test/assignment answer is kept by the student. 

11.  Students please note that for your Class Test/Assignment answer, you must submit using the "Turnitin" process done through the MyUni site before 2.00PM MONDAY 3 APRIL 2017.

Turnitin is a computer programme that detects plagiarised work.  

To submit your answer:

(i)  On the MyUni site for the subject, click on the icon on the bottom left-hand-side of the menu called “Take-Home Class Test/Assignment”. This will give you access to the submission window.

(ii)  The submission window is called "Submit Take-Home Class Test/Assignment".  Click on the instruction called "View/Complete". 

(iii)  Follow the instructions to complete your student details and to upload your answer.

Please note that your answer can only be uploaded once.  Do not attempt to submit any further or revised answers before the closing date.

12. Late submission of the test/assignment will attract a penalty, of a reduction in mark, of 10% (3 marks) for each day or part thereof.

13. A request for a re-mark of a test/assignment must be made within 10 business days of the results being made available on MyUni. Requests made outside this time limit will not be considered.

14. Assessment Criteria

(i)   The extent to which the answer identifies relevant partnership law and company law issues and sets out sound reasoning in support of the discussion.

(ii)   The extent to which the answer demonstrates knowledge and understanding of relevant topics of partnership law and company
law, including having references to relevant sections of the Partnership Act 1891 (SA), the Corporations Act 2001 (Cth) and
applicable case law.

(iii)   Whether the answer is easy to read and understand. Students should use relevant headings and sub-headings
to assist ease of reading.  The headings and sub-headings do not count in the word-count.

(iv)   As Question 1 is a research question,  you are expected to show evidence of greater reading and knowledge beyond the textbook, Course Readers, lecture slides and materials for the course.

Approval of Results by Board of Examiners

Students are reminded that all assessment results are subject to approval (and possible  moderation/change) by the Law School’s Board of Examiners. Assessment  results at the University are not scaled. Under the Assessment for Coursework Programs Policy, students are assessed ‘by reference to their performance against pre-determined criteria and standards … and not by ranking against the performance of the student cohort in the course’. However, under that same policy, the Board of Examiners (as the relevant Assessment Review Committee for courses at Adelaide Law School) is  required to ‘ensure comparability of standards and consistency’ in assessment. On occasions, the Board of Examiners will form the view that some moderation is required to ensure the comparability of standards and consistency across courses and years, and accordingly provide fairness to all law students. All assessment results are therefore subject to approval (and possible change) until confirmed by the Board of Examiners and posted on Acess Adelaide at the end of each semester.

Plagiarism and other forms of cheating

Plagiarism is a serious act of academic misconduct. All students must be familiar with the Adelaide Law School Enrolment Guide, and should note in particular the sections relating to plagiarism, grievance procedures and academic conduct within the Law School and the University.

Plagiarism is a serious matter and is treated as such by the Law School and the University. Please be aware that “academic dishonesty” (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia to refuse to admit a person to practice as a legal practitioner in South Australia.

Academic honesty is an essential aspect of ethical and honest behaviour, which is central to the practice of the law and an understanding of what it is to be a lawyer.