COMMLAW 2500 - Commercial Law II
North Terrace Campus - Semester 2 - 2015
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General Course Information
Course Details
Course Code COMMLAW 2500 Course Commercial Law II Coordinating Unit Adelaide Law School Term Semester 2 Level Undergraduate Location/s North Terrace Campus Units 3 Contact Up to 4 hours per week Available for Study Abroad and Exchange Y Assumed Knowledge COMMLAW 1004 Assessment Exam/assignments/tests/tutorial work as prescribed at first lecture Course Staff
Course Coordinator: Dr Francesco de Zwart
Course Coordinators/Lecturers:
Francesco de Zwart (Lecturer)
Location:
Adelaide Law School
Ligertwood Building, North Terrace
Telephone: 83138304
Email: francesco.dezwart@adelaide.edu.au
Course Website:Course Timetable
The full timetable of all activities for this course can be accessed from .
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Learning Outcomes
Course Learning Outcomes
COURSE LEARNING OBJECTIVES
This course is designed to develop:
a) Students ability to identify fundamental legal issues in commercial scenarios
b) Students to apply critical thinking and problem solving skills,
c) A high level of literacy and the ability to verbally communicate information and ideas effectively
d) Ability to work effectively individually and as a team member in small groups
e) Opportunities for practical implementation of the concepts.
f) Ability to use modern technology
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.
University Graduate Attributes
This course will provide students with an opportunity to develop the Graduate Attribute(s) specified below:
University Graduate Attribute Course Learning Outcome(s) Knowledge and understanding of the content and techniques of a chosen discipline at advanced levels that are internationally recognised. a The ability to locate, analyse, evaluate and synthesise information from a wide variety of sources in a planned and timely manner. a, b, c and f An ability to apply effective, creative and innovative solutions, both independently and cooperatively, to current and future problems. b Skills of a high order in interpersonal understanding, teamwork and communication. c and d A proficiency in the appropriate use of contemporary technologies. f A commitment to continuous learning and the capacity to maintain intellectual curiosity throughout life. a to f A commitment to the highest standards of professional endeavour and the ability to take a leadership role in the community. a to f An awareness of ethical, social and cultural issues within a global context and their importance in the exercise of professional skills and responsibilities. a to f -
Learning Resources
Required Resources
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: CCH
Edition: 2015, (16th 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.
The textbook is available from UniBooks in a “Two-Pack” with the prescribed legislation:
Textbook – ISBN TBA – Company Law *PACK*: Commercial Applications of Company Law, 16th Edition, 2015 + Corporations and Securities Legislation Vol. 1, 2015
2. Statute/Legislation
Corporations Act 2001 (edition 2015)
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
The legislation is available from UniBooks in a “Two-Pack” with the prescribed textbook:
Textbook – ISBN TBA – Company Law *PACK*: Commercial Applications of Company Law, 16th Edition, 2015 + Corporations and Securities Legislation Vol. 1, 2015
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.
Recommended Resources
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, 18th Edition, 2015
Publisher: Thomson ReutersOnline Learning
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:
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Learning & Teaching Activities
Learning & Teaching Modes
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 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 information below is provided as a guide to assist students in engaging appropriately with the course requirements.
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 exam problem workshops throughout the semester plus their allocated one hour tutorial class each week.Learning Activities Summary
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 Act9 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 -
Assessment
The University's policy on Assessment for Coursework Programs is based on the following four principles:
- Assessment must encourage and reinforce learning.
- Assessment must enable robust and fair judgements about student performance.
- Assessment practices must be fair and equitable to students and give them the opportunity to demonstrate what they have learned.
- Assessment must maintain academic standards.
Assessment Summary
ASSESSMENT SUMMARY
Assessment % of Final Release Date Due Date Group Redeem- Learning
Mark or able Objectives
Individual
Tutorial 10% N/A N/A Individual No a - f
Preparation, (Compulsory)
Attendance
and
Participation
Take-Home 30% TBA TBA Individual No a - f
Class Test (Compulsory)
Final Exam 60% TBA TBA Individual No a - f
(Compulsory)Assessment Related Requirements
N/AAssessment Detail
1. ASSESSMENT DETAIL
The assessment components are as follows:1.1 Tutorial Preparation, Attendance and Participation (compulsory) 10%
You must attend the 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 (compulsory) 30%
Date and Time Posted to MyUni site: TBA
Date and Time Due: TBA
Maximum Word Length: 2,500 words
The test is an open book test.
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.
Students may take into the examination room any of the following materials:
Prescribed textbook(s)
Latimer, P, Australian Business Law, 34th edition, 2015 or any earlier edition of this textbook
Hanrahan, P, Ramsay, I and Stapledon, G, Commercial Applications of Company Law, 16th edition, 2015 or any earlier edition of this textbook
Corporations Act 2001 (Cth) (legislation)
Partnership Act 1891 (SA) (legislation)
Subject Course Readers “The Law of Business Structures” and “Corporations Law” prepared for COMMLAW7011 Corporate Law (M) and/or COMMLAW2500 Commercial Law II
All other subject handouts (eg Tutorial Questions) distributed by the Lecturer or Tutor during the course.
A hard copy (not electronic) DICTIONARY (English) or English/Chinese.
Any information or course materials on this subject’s MyUni site including subject lecture slides/power points, tutorial questions and tutorial handouts.
Any written summaries, materials or written notes prepared by the student.
The above materials may be typed.
The above materials may have additional written comments.
This means that WRITING IS ALLOWED on the permitted materials.Submission
INSTRUCTIONS TO CANDIDATES FOR CLASS TEST:
1. THE TEST IS COMPULSORY – All students must undertake the Test as part of the assessment for the course.
2. ANSWER BOTH PARTS (a) and (b) OF THE QUESTION.
3. QUESTION 1(a) is worth 20 marks.
4. QUESTION 1(b) is worth 10 marks.
5. This is a ‘Take-Home’ and ‘Open Book’ test 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 (double spaced and single sided on A4 paper). 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.
9. DO NOT PRINT OUT OR SUBMIT a cover sheet.
10. DO NOT SUBMIT a paper copy of your test answer. Students should ensure that a copy of the test answer is kept by the student.
11. Students please note that for your Class Test answer, you must submit using the "Turnitin" process done through the MyUni site before 5.00 pm of the relevant due date.
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”. This will give you access to the submission window.
(ii) The submission window is called "Submit Take-Home Class Test".
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 to Turnitin before the closing date.
12. Late submission of the test 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 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.Course Grading
Grades for your performance in this course will be awarded in accordance with the following scheme:
M10 (Coursework Mark Scheme) Grade Mark Description FNS Fail No Submission F 1-49 Fail P 50-64 Pass C 65-74 Credit D 75-84 Distinction HD 85-100 High Distinction CN Continuing NFE No Formal Examination RP Result Pending Further details of the grades/results can be obtained from Examinations.
Grade Descriptors are available which provide a general guide to the standard of work that is expected at each grade level. More information at Assessment for Coursework Programs.
Final results for this course will be made available through .
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Student Feedback
The University places a high priority on approaches to learning and teaching that enhance the student experience. Feedback is sought from students in a variety of ways including on-going engagement with staff, the use of online discussion boards and the use of Student Experience of Learning and Teaching (SELT) surveys as well as GOS surveys and Program reviews.
SELTs are an important source of information to inform individual teaching practice, decisions about teaching duties, and course and program curriculum design. They enable the University to assess how effectively its learning environments and teaching practices facilitate student engagement and learning outcomes. Under the current SELT Policy (http://www.adelaide.edu.au/policies/101/) course SELTs are mandated and must be conducted at the conclusion of each term/semester/trimester for every course offering. Feedback on issues raised through course SELT surveys is made available to enrolled students through various resources (e.g. MyUni). In addition aggregated course SELT data is available.
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Student Support
- Academic Integrity for Students
- Academic Support with Maths
- Academic Support with writing and study skills
- Careers Services
- Library Services for Students
- LinkedIn Learning
- Student Life Counselling Support - Personal counselling for issues affecting study
- Students with a Disability - Alternative academic arrangements
1. Occupational Health and Safety Arrangements
The Adelaide Law School is committed to upholding the University's Policy on Occupational Health and Safety (OH&S). All staff and students have a legal responsibility to act in the interests of themselves and others with respect to OH&S. To assist us, and to comply with your responsibilities, you are required to become informed about emergency evacuation procedures and the evacuation ares for the classes you attend.
2. Evacuation Procedures
Staff and students must leave the building via the fire stairs once the notice to evacuate has been given. The lifts should not be used. Those experiencing difficulties leaving the building should notify the floor warden. Staff and students may return to the building only after the Warden has granted permission.
3. Medical Emergencies & First Aid in a Life-Threatening Situation Only
Please telephone 8313 5444.
4. Representatives and Officers
First Aid Officers are trained to deal with first aid situations. School Safety Officers represent the Head of School in OH&S matters. The elected OH&S Representative can represent staff and students in OH&S issues.
5. Accident and Incident Reporting
OH&S legislation demands that all accidents and near-miss incidents be reported to the School Manager or Head of School. In the evant of an accident or incident the person involved, and their supervisor, must complete an Accident/Incident Report and Investigation Form, within 48 hours of the accident/incident. A copy of the completed form is to be forwarded to the OH&S Safety Officer. Copies of the form are available from the OH&S Represenative or Safety Officer. For further assistance please contact the Adelaide Law School front office on the ground floor of the Ligertwood Building. -
Policies & Guidelines
This section contains links to relevant assessment-related policies and guidelines - all university policies.
- Academic Credit Arrangements Policy
- Academic Integrity Policy
- Academic Progress by Coursework Students Policy
- Assessment for Coursework Programs Policy
- Copyright Compliance Policy
- Coursework Academic Programs Policy
- Intellectual Property Policy
- IT Acceptable Use and Security Policy
- Modified Arrangements for Coursework Assessment Policy
- Reasonable Adjustments to Learning, Teaching & Assessment for Students with a Disability Policy
- Student Experience of Learning and Teaching Policy
- Student Grievance Resolution Process
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Fraud Awareness
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