LAW 6503 - Commercial and Corporate Practice

North Terrace Campus - Semester 2 - 2019

The aim of the course is to provide an understanding of commercial and corporate legal practice to enable you as an entry-level lawyer to conduct standard commercial transactions such as the sale and purchase of a small business; understand the relevant risks associated with such a transaction for both parties; set up simple business structures using entities such as companies, trusts and partnerships; provide basic advice on finance and securities and on the obligations of companies and their officers; and appreciate the type of advice needed to assess the revenue implications of standard commercial transactions. This course is not designed as a refresher course in corporate law; rather it builds on academic knowledge in a practical setting. Topics include: creating commercial structures, franchising, commercial transactions, loans and securities, insolvency administration and taxation. The course is offered in partnership with South Australian practitioners.

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Course Details

Course Code	LAW 6503
Course	Commercial and Corporate Practice
Coordinating Unit	Adelaide Law School
Term	Semester 2
Level	Postgraduate Coursework
Location/s	North Terrace Campus
Units	3
Contact	Intensive
Available for Study Abroad and Exchange	N
Assumed Knowledge	Commercial and Corporate Law at Undergraduate level
Restrictions	Available to GDLP students only. Not available for Study Abroad & Exchange.
Assessment	Assessment in this course will include a combination of two or more of the following: final assignment, short answer questions, letters of advice, online quizzes, discussion boards, completion of relevant forms and drafting exercises.

Course Staff

Course Coordinator: Desiree Holland

As course staff work in the South Australian legal profession all communication should be directed to the GDLP Coordinator, Desiree Holland in the first instance: gdlpenquiries@lawsocietysa.asn.au

The GDLP Coordinator will contact the appropriate course staff as necessary.

Course Supervisor: Andrea Michaels

Course Coordinator (UA Law School): Assoc. Professor Christopher Symes

Course Timetable

The full timetable of all activities for this course can be accessed from .

This course will be taught intensively. Full details of seminars and activities are made available on the MyUni course website prior to the course commencing.

Note: In most cases assessment tasks are linked to seminars activities. Attendance at all seminars is highly advisable.

Course Learning Outcomes

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

1	Identify purpose, audience and structure and construct concise and cohesive written documents for a/legal/professional/general/audience within the context of Commercial and Corporate Law.
2	Determine appropriate course of action to achieve desired objectives.
3	Analyse a case study.
4	Identify relevant legal strategies to apply within the practice of Commercial and Corporate Law, appropriate to a graduate lawyer.
5	Demonstrate knowledge of legal ethical standards so as to meet professional expectations.
6	Reflect on their abilities to effectively work within Commercial and Corporate Law.

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)
Deep discipline knowledge informed and infused by cutting edge research, scaffolded throughout their program of studies acquired from personal interaction with research active educators, from year 1 accredited or validated against national or international standards (for relevant programs)	1
Critical thinking and problem solving steeped in research methods and rigor based on empirical evidence and the scientific approach to knowledge development demonstrated through appropriate and relevant assessment	2
Teamwork and communication skills developed from, with, and via the SGDE honed through assessment and practice throughout the program of studies encouraged and valued in all aspects of learning	3
Career and leadership readiness technology savvy professional and, where relevant, fully accredited forward thinking and well informed tested and validated by work based experiences	4
Intercultural and ethical competency adept at operating in other cultures comfortable with different nationalities and social contexts able to determine and contribute to desirable social outcomes demonstrated by study abroad or with an understanding of indigenous knowledges	5
Self-awareness and emotional intelligence a capacity for self-reflection and a willingness to engage in self-appraisal open to objective and constructive feedback from supervisors and peers able to negotiate difficult social situations, defuse conflict and engage positively in purposeful debate	6

Learning Resources

Required Resources

No textbooks are assigned for GDLP courses.

Seminar resources and readings are available on MyUni ONLY. Students must bring electronic devices to seminars to access seminar materials.

Due to an emphasis on current legal practice other materials may be added after the course outline has been posted. Students are required to check MyUni regularly (at least daily) to keep up to date.

Recommended Resources

Most course resources are provided to students online via MyUni. Relevant legislation can be accessed online via:

http://www.comlaw.gov.au/

http://www.legislation.sa.gov.au/index.aspx

http://www.austlii.edu.au/

MyUni will be used to post announcements, post additional lecture materials (including slides, and where available, audio recordings of lectures) and announce assignment tasks. It will also contain electronic copies of the Course Outline, Lecture and Seminar Guides, and
Course Materials.

Students are expected to check MyUni daily to keep up to date with these materials and additional learning resources throughout the course.

Online Learning

The course is supported by the MyUni course website. The website contains the following resources:

1. Course information – including seminar schedule and assessment outline.
2. Course materials – such as lecture presentations, seminar materials, readings and resources.
3. Assessment – items of assessment and online submission.
4. Grade centre – where students’ results for assessments are entered.

MyUni will also be used to post announcements. Students are expected to check MyUni at least daily to keep up to date.

Students should check daily their 成人大片 email.

Learning & Teaching Modes

The course will be taught intensively. Online lectures are supported by activities such as face to face interactive problem-solving seminars and practical exercises.

Workload

The information below is provided as a guide to assist students in engaging appropriately with the course requirements.

Students MUST come prepared for seminars, namely having listened to online lectures, undertaken prior reading and developed draft responses to the seminar questions. If students have not prepared and / or arrive more than 10 minutes late they may be asked to leave the seminar group.

Attendance at seminars is highly advised. Students are expected to behave in an ethical and professional manner as would be expected in the workplace environment (compliant with the professional conduct rules and standards).

Preparation time

In addition to attending formal classes it is anticipated that students will do substantial independent work to prepare for classes and to complete the course assessments.

The University expects full time students, in particular those enrolled over a 6 month rather than 12 month period, to devote in excess of 15 hours per week to their studies.

The information below is provided as a guide to assist students in engaging appropriately with the course requirements.

Learning Activities Summary

A detailed seminar schedule will be posted to MyUni prior to the course commencing.

**This course will cover the following Topics:**
	Creating commercial structures
	Directors Duties
	Sale & Purchase of a Business
	Sale & Purchase of shares
	Due Diligence
	Tax for commercial transactions
	Financing & PPSA
	Insolvency

Specific Course Requirements

The course is based on the rules of the Legal Practitioners Education and Admission Council (LPEAC) 2018 which specifies the expected competency standards for entry level lawyers at the point of admission. In order to pass this course you are expected to demonstrate competence in these standards.

The national competency standards include underpinning knowledge and skills in:

Ethics and professinal responsibility
Lawyer's skills
Problem solving
Work management and business skills

For futher information please contact the Law Society of SA Program Manager (GDLP).

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 item	Task Type	Due date*	Learning Objectives
Task 1 Memo	Individual	First week	2,5
Task 2 Checklist	Individual	Second week	2,5
Task 3 Checklist	Individual	Third week	1-5
Task 4 Memo	Individual	Third week	1-5

* Assessment deadlines will be posted on MyUni prior to the course commencing.

Assessment Related Requirements

Assessments will be made available to students, prior to the nominated deadline. Assessment deadlines will be posted on MyUni prior to the course commencing.

All assessments are competency based (non-graded pass). Competence must be demonstrated in ALL assessment tasks and activities. MyUni requires a numerical value to display that competency has been demonstrated. Please note:

1 – Competency has been achieved (non-graded pass)
0 = Competency has not yet been achieved (re-submission required).
In this course, the following elements of the National Competency Standards for Entry Level Lawyers are embedded:
Ethics and professional responsibility
Lawyers skills
Problem solving
Work management and business skills

Students are required to demonstrate, where appropriate, the following:
Punctuality
Workload management and ability to adhere to deadlines
Active engagement in practical activities
Respectful behaviour towards others
A high level of confidentiality at all times

Satisfactory completion of prescribed exercise

Assessments will be returned to students within 3 weeks from the due date, unless otherwise notified by the program officer (GDLP) through a course announcement.

Assessment Detail

Assessments will be made available to students, prior to the nominated deadline. Assessment deadlines will be posted on MyUni prior to the course commencing.

Task 1 - Consider the various types of business structures a buyer could adopt to be the purchaser of a business. Consider on behalf of the purchaser the pros and cons of each of those structures.

Task 2 - Checklist of the matters to address in the Sale and Purchase Agreement to protect the purchaser’s interests and to ensure that the sale of the business will proceed.

Task 3 - Prepare a due diligence checklist including sources of information for a purchaser buying shares in Flinstone Pty Ltd. Prepare a due diligence checklist including sources of information for a purchaser buying the business from Flinstone Pty Ltd.

Task 4 - Memorandum of advice regarding tax implications for sale of a business/and or sale of shares

Submission

Students must retain a copy of all assignments submitted.

All assignments in this course are to be submitted electronically through Turnitin. Submissions to Turnitin are to be in Microsoft Word format (NOT in pdf)’.

Students work will be marked in accordance with the marking rubric.

Resubmission
Students are required to demonstrate competency in all elements of the national competency standards and failure to do so will result in the relevant assessment being marked as non-competent. If the assessment is deemed non-competent students may be offered to revise and resubmit the assessment.

In 2019 a supplementary teaching day will be offered. Students who will be allowed to resubmit may attend this day, though it is not compulsory to do so. Resubmission of the assessment will be allowed after this additional teaching day. If a student is unable to demonstrate competency after this resubmission then they will need undertake the course again and pay additional fees. Please note that all final fails are double marked before the results are released to students.

Extensions

Students must apply for an extension prior to the deadline to the LSSA GDLP.

Extensions on medical and compassionate grounds will be in accordance with University policy.

Late Submission
Late submissions will not be marked.

Course Grading

Grades for your performance in this course will be awarded in accordance with the following scheme:

GS8 (Coursework Grade Scheme)
Grade	Description
CN	Continuing
FNS	Fail No Submission
NFE	No Formal Examination
F	Fail
NGP	Non Graded Pass
P	Pass
C	Credit
D	Distinction
HD	High Distinction
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.

Grades for your performance in this course will be awarded in accordance with the following scheme:

Grade	Grade reflects following criteria for allocation of grade:	Reported on Official Transcript
Fail No Submission	No work submitted for assessment	FNS
Fail	Competency not demonstrated	F
Non-Graded Pass	Competency demonstrated	NGP
Result Pending	An interim result	RP
Continuing	Continuing	CN
No Formal Examination	No formal examination	NFE

Final results for this course will be made available through .

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.
Student Support
The provides academic learning and language development services and resources for local, international, undergraduate and postgraduate coursework students enrolled at the 成人大片.

The centre offers practical advice and strategies for students to master reading, writing, note-taking, time management, oral presentation skills, referencing techniques and exam preparation for success at university through seminars, workshops and individual consultations.

Lex Salus Program
Lex Salus (law and wellbeing) is an initiative of the Adelaide Law School aimed at destigmatising mental health issues; promoting physical, mental and emotional wellness; building a strong community of staff and students; and celebrating diversity within the school. It also seeks to promote wellness within the legal profession, through the involvement of the Chief Justice of the Supreme Court of South Australia, the Honourable Chris Kourakis, as the official Patron of the program.

Students can participate in the Lex Salus program by attending barbecue lunches, pancake breakfasts, knitting and crochet circles, seminars, guest speakers, conferences and other activities. Our , and regular all-student emails promote upcoming events, and have tips and information on wellness.

Our Lex Salus YouTube channel also includes videos on topics like managing stress, and interviews with LGBTQ lawyers and their supporters which celebrate diversity and individuality. Students who commit to 10 hours of volunteering with Lex Salus in one year can have their service recognised on their academic transcript and through a thank you morning tea with the Chief Justice and law school staff.

Student Life Counselling Support
The University’s service provides free and confidential service to all enrolled students. We encourage you to contact the Student Life Counselling Support service on 8313 5663 to make an appointment to deal with any issues that may be affecting your study and life.
Policies & Guidelines
This section contains links to relevant assessment-related policies and guidelines - all university policies.
Academic Honesty
Academic dishonesty is a serious act of academic misconduct. All students must be familiar with the University’s Academic Honesty Policy.

Academic dishonesty is a serious matter and is treated as such by the Law School and the University. Academic dishonesty (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia 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.
Fraud Awareness

Students are reminded that in order to maintain the academic integrity of all programs and courses, the university has a zero-tolerance approach to students offering money or significant value goods or services to any staff member who is involved in their teaching or assessment. Students offering lecturers or tutors or professional staff anything more than a small token of appreciation is totally unacceptable, in any circumstances. Staff members are obliged to report all such incidents to their supervisor/manager, who will refer them for action under the university's student鈥檚 disciplinary procedures.

The 成人大片 is committed to regular reviews of the courses and programs it offers to students. The 成人大片 therefore reserves the right to discontinue or vary programs and courses without notice. Please read the important information contained in the disclaimer.

Authorised by:	Deputy Vice-Chancellor and Vice-President (Academic)
Maintained by:	Course Outlines Administrator

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