Newcastle Law School

LAWS4005: Company Law

Newcastle City Precinct
Semester 2 - 2023

OVERVIEW
Course Description This course provides students with an integrated understanding
of the body of legal rules that regulate companies in Australia.
Topics covered include the management and control of
companies; the process by which companies transact; and the
process by which companies are both initiated and brought to an
end. Detailed consideration is also given to the notion of corporate
personality; the means by which companies can be financed; and
the rights of creditors, shareholders and other stakeholders.

In addition to detailed knowledge of this complex area of law, this

course also provides students with an understanding of the
principles and assumptions that underlie the way companies are
regulated in Australia; the social and economic implications of this
approach to corporate regulation; and the potential implications of
challenging these theoretical assumptions. Contemporary
developments in Company Law are considered in this light, and
the implications of these developments for professional practice
are explored.

Skills Focus This course will focus on assisting you to develop the following
skills:

• Critical thinking – ability to engage in critical analysis and

make reasoned and appropriate choices amongst
alternatives.
• Theory and methodologies - ability to justify and interpret
theoretical propositions, legal methodologies, conclusions and
professional decisions, as well as to identify, research,
evaluate and synthesise relevant factual, legal and policy
issues.
• Statutory critique - ability to critique a statute, including its
policy context, and propose revision.

Requisites This course is only available to students enrolled in the Bachelor

of Laws and associated combined degree programs or Bachelor
of Laws (Honours) and associated combined degree programs.

Assumed Knowledge LAWS1010, LAWS1011, LAWS1020, LAWS1021, LAWS2030,

LAWS3040, LAWS3041, LAWS4010 and LAWS4011.

Contact Hours Newcastle City Precinct

Self-Directed Learning
Self-Directed - 2 hour(s) per Week for Full Term
Blended learning module for two-hour equivalent per week for
the full term (in addition to set reading).
Seminar CRICOS Provider 00109J
Face to Face on Campus
2 hour(s) per Week for Full Term
LAWS4005: Company Law
Newcastle City Precinct Semester 2 - 2022

Unit Weighting 10
Workload Students are required to spend on average 120-140 hours of
effort (contact and non-contact) including assessments per 10
unit course.

CONTACTS
Course Coordinator Newcastle City Precinct
Dr Tim Connor
Tim.Connor@newcastle.edu.au
(02) 4921 6363
Consultation: Email for an appointment.

Teaching Staff Information regarding additional teaching staff will be made available via the Course Contacts
page in the Course Overview folder in the Modules section of the Canvas site.

School Office Newcastle Law School

5th Floor, NU Space, 409 Hunter Street Newcastle
Law-School@newcastle.edu.au
(02) 4921 8666

SYLLABUS
Course Content The following topics will be covered in the course:
• Corporations, markets, lawyers and power
• The process of incorporation, corporate personality and piercing the corporate veil
• Governing the corporation
• Duties of directors and officers
• Corporate finance
• External administration
• Binding the corporation in contract
• Members’ remedies

Course Learning On successful completion of this course, students will be able to:
Outcomes 1. Explain the key aspects of the body of legal rules that regulate companies and contemporary
developments in relation to this body of rules.
2. Describe the theoretical assumptions that underlie the way companies are regulated in
Australia and the way changes to those assumptions might result in law reform.
3. Identify and articulate complex legal issues that arise in business practice and demonstrate
advanced analysis of statutory provisions and case-law; sophisticated legal reasoning; and
well-developed skills in creative thinking to identify appropriate legal and practical responses
to those issues
4. Interpret and critically analyse statutory provisions, including alternatives to the existing
provisions.
5. Critically assess legal and policy analysis in academic journals and other secondary sources
regarding the legal rules that regulate corporations.
6. Synthesise your critical assessment of the information and analysis found in relevant sources
in order to interpret, critique and justify propositions about legal and policy issues relevant to
the rules governing corporations.

Course Materials Prescribed Texts: The two prescribed texts for this course are:
- Bottomley, Stephen, Kath Hall, Peta Spender and Beth Nosworthy, Contemporary
Australian Corporate Law (Cambridge University Press, 2nd ed, 2021)
- Taylor, Tristan, Quick Reference Card: Statutory Interpretation (LexisNexis
Butterworths, 2nd ed, 2020)

Page 2 of 9
LAWS4005: Company Law
Newcastle City Precinct Semester 2 - 2022

Legislation: Please download the following legislation and legislative instruments, which are
available free of charge in the Federal Register of Legislation:
- All seven volumes of the latest version of the Corporations Act 2001 (Cth).
- All seven volumes of the latest version of the Corporations Regulations 2001 (Cth).
- The latest version of the Insolvency Practice Rules (Corporations) 2016 (Cth).
Recommended online resources: The Course Readings section of the Canvas site contains
links to some valuable library resources. The following online resources are particularly
recommended:
- The two online annotated versions of the Corporations Act 2001 (Cth) (Robson’s and
Austin & Black’s).
- The Australian Corporation Law Principles & Practice database on Lexis Advance.
- Statutory interpretation information in The Laws of Australia (Thomson Reuters Westlaw),
e.g., 25.1.3 (statutes), 25.1.4 (subordinate legislation) and 25.4.2 (precedent).
Recommended Texts
- Aoun, Fady, Olivia Dixon, Emma Armson and Marina Nehme, Redmond’s Corporations
and Financial Markets Law (Thomson Reuters Lawbook Co., 8th ed, 2022)
- Austin, Robert P and Ian M Ramsay, Ford, Austin and Ramsay’s Principles of
Corporations Law (LexisNexis Butterworths, 17th ed, 2018) - NB This is regarded as the
most authoritative textbook on corporate law in Australia.
- Boros, Elizabeth and John Duns, Corporate Law (Oxford University Press, 4th ed,
2022)
- Clarke, Thomas, Justin O'Brien and Charles O'Kelley (eds), The Oxford Handbook of
the Corporation (Oxford University Press, 2019)
- Clarke, Andrew, Corporations Law: Concepts, Cases and Culture (Oxford University
Press, 2020)
- Davies, Paul, Sarah Worthington and Chris Hare (eds), Gower: Principles of Modern
Company Law (Sweet & Maxwell, 11th ed, 2021) - NB this is the most authoritative
textbook on corporate law in the UK (can be useful to compare with Australian law).
- Hargovan, Anil, LexisNexis Study Guide: Corporations Law (LexisNexis Butterworths,
5th edition, 2021)
- Hargovan, Anil, LexisNexis Questions and Answers: Corporations Law (LexisNexis, 5th
ed, 2021)
- Harris, Jason and Timothy Peters, Company Law: Theories, Principles and Applications
(LexisNexis, 3rd ed, 2023)
- Nehme, Marina and Margaret Hyland, Quick Reference Card - Corporations Law
Directors Duties (LexisNexis Butterworths, 5th ed, 2021)
- Nehme, Marina and Margaret Hyland, Quick Reference Card: Corporations Law —
Remedies that Apply when Directors Breach their Duties (LexisNexis Butterworths, 3rd
ed, 2021)
- Wishart, David, Corporations Law Guidebook (Oxford University Press, 2nd ed, 2016)

Page 3 of 9
LAWS4005: Company Law
Newcastle City Precinct Semester 2 - 2022

SCHEDULE
Week Week Begins Topic Learning Activity Assessment Due
1 17 Jul Topic 1: Corporate Multiple choice questions
Personality and problem-based learning
2 24 Jul Topic 2: Piercing the Multiple choice questions
Corporate Veil/The Process and problem-based learning
of Incorporation
3 31 Jul Topic 3: Governing the Multiple choice questions
Corporation and problem-based learning
4 7 Aug Topic 4: Duties of Directors Multiple choice questions
and Officers (Part 1) and problem-based learning
5 14 Aug Topic 5: Duties of Directors Multiple choice questions
and Officers (Part 2) and problem-based learning
6 21 Aug Topic 6: Corporations, Critical thinking exercises; Online Multiple-Choice
Markets, Lawyers and Power discussion/debate regarding Test on 23 August
(skills focus - critical thinking/ the contested theories
how theories shape the law) underlying corporate law
7 28 Aug Topic 7: Skills workshop - Statutory interpretation
policy analysis/statutory exercises; Policy analysis
critique. exercises
8 4 Sep Topic 8: Duties of Directors Multiple choice questions
and Officers (Part 3 - and problem-based learning
Insolvent Trading).
9 11 Sep Topic 9: Members’ Remedies Problem-based learning
10 18 Sep Topic 10: Binding the Problem-based learning
Corporation in Contract
Essay due Friday 29
Mid Term Break (25 September-6 October)
September
11 9 Oct Topic 11: Corporate Finance Multiple choice questions
and problem-based learning
12 16 Oct Topic 12: External Problem-based learning
Administration
13 23 Oct Optional Revision Class (just An opportunity for you to ask [Attendance at this
one recorded zoom class for questions based on your particular class is not
the week) study revision compulsory]

Examination Period (30 October–11 November) Formal Exam

COMPULSORY REQUIREMENTS
In order to pass this course, each student must complete ALL of the following compulsory requirements:

Contact Hour Requirements:

- There is a compulsory attendance requirement in this course. Attendance at all classes (seminars and
workshops) will be monitored and records maintained by the Course Coordinator. In order to satisfy the
“Attendance” requirement, students must be present at a minimum of 80% of scheduled classes as spelled out
in the course outline, unless they are able to demonstrate that their absence falls within the Adverse
Circumstances policy. Unless this requirement is met, despite marks awarded in other assessment items, the
student will receive a zero mark and an CF grade for the course.
Please note that meeting the attendance rule each week requires meaningful attendance for the full one hour
and fifty minutes of each class. Partial attendance will not meet the attendance requirement for a given class
unless prior approval has been given by the Course Coordinator or Lecturer. (To be clear, simply being present
for purposes of the roll call does not on its own satisfy the attendance requirement. As such, even if you have
been present for the roll call, if you leave early without permission you are agreeing that your attendance will not
count for that week.)

Page 4 of 9
LAWS4005: Company Law
Newcastle City Precinct Semester 2 - 2022

Note also that if you miss more than 2 classes for reasons that fall within the University’s adverse
circumstances policy you may be required to complete additional assessment items to ensure that you have
completed the required volume of learning for this course.

Course Assessment Requirements:

- Assessment 2 - Essay: Honours Pass Requirement - Students must pass this assessment item to pass the course.
Irrespective of a student's mark in the course, if a student has achieved overall marks greater than 50% in the
course but has failed to satisfactorily complete the compulsory course component then a zero mark and fail grade
(CF) will be recorded on their transcript. Note that if a student fails the essay (after making a genuine attempt) but
has passed all other assessment tasks in the course then the student may re-attempt the essay at the end of the
semester (see the ‘Assessments’ section below for further details).

ASSESSMENTS
This course has 3 assessments. Each assessment is described in more detail in the sections below.

Assessment Name Due Date Involvement Weighting Learning

Outcomes
1 Online Multiple-Choice Wednesday 23 August Individual 20% 1
Test
2 Essay* Friday 29 September Individual 40% 1, 2, 3, 4, 5, 6
3 Formal Exam To be scheduled during the Individual 40% 1, 3, 4
Semester 2 exam period.

* This assessment has a compulsory requirement.

Please note: To ensure that grades are fair both within and between courses and cohorts, Newcastle Law School has a
rigorous policy of moderating and reviewing assessment. The School Assessment Board (SAB) reviews all final grades
before they are released to students, and the SAB process may result in the overall marks of a class being moved up or
down by a specific amount, thus impacting individual marks. This is consistent with grading practices in other Law
Schools across the country and important to ensure the integrity of assessment. This means that the final grade you are
awarded may not be the sum of marks you have received in all assessments.

Late Submissions If the essay is submitted after the designated time on the due date, without an approved
extension of time, the mark will be reduced by 10% of the possible maximum mark for that
assessment item for each day or part day that the assessment item is late. Note: this applies
equally to week and weekend days.

Assessment 1 - Online Multiple-Choice Test

Assessment Type In Term Test
Description The online test will consist of 20 multiple choice questions worth 1 mark each. The questions
will test your understanding of material covered in Topics 1 to 5 inclusive. This is an open
book test – you are free to consult the textbook and other printed material and you are allowed
to search the internet while sitting the test. The University’s normal academic integrity
standards apply - any form of collaboration on this test (and any activity designed to record a
copy of a question) is strictly forbidden. This issue is taken extremely seriously, both by the
university and by the NSW Legal Profession Admission Board. You should also refrain from
discussing the test in person or on social media for 7 days after completing the test to avoid
inadvertently providing an unfair advantage to students sitting the supplementary version of
the test. The supplementary test will be different to the main test but will be sufficiently similar
to make it a comparable assessment task.
The questions will vary considerably in length and complexity. At least 10 of the 20 test
questions will test your understanding of legal rules covered in some of the multiple-choice
questions set as learning activities for Topics 1 to 5. Note that these test questions will not be
identical to the weekly multiple-choice questions. At least 5 of the 20 questions will test your
understanding of legal rules that have been covered in problem questions set as learning
activities for Topics 1 to 5. This means up to 5 questions could potentially relate to legal rules
covered in the mini-lectures and/or textbook readings for Topics 1 to 5, but not covered in the

Page 5 of 9
LAWS4005: Company Law
Newcastle City Precinct Semester 2 - 2022

weekly in-class learning activities.

If you do not have access to reliable internet and it would be difficult to sit the test on campus
or make alternative arrangements, please contact the course coordinator well before the day
of the test, so that a plan can be developed.
Weighting 20%
Due Date The test will be available from 9 am on Wednesday 23 August. Once you begin the test, you
will have a maximum of 60 minutes to complete it (unless you have been granted an
extension). The test is due by 10.10am, so if you start later than 9.10am then you will have
less than 60 minutes, because the test will automatically submit at 10.10 am (unless you have
been granted an extension).If you encounter technical or other difficulties during the test
period, the Course Coordinator will be available by phone (4921 6363) and email
(tim.connor@newcastle.edu.au).
As this is a minor assessment item (worth less than 30% of the course mark), if you need to
sit the test at a different time you should email the course coordinator directly (not via the
University’s online adverse circumstances system). Due to the impossibility of finding free
space in the timetable, the test clashes with time set aside for final year JD and LLB (Hons)
students to complete external placements. If your external supervisor (or employer) refuses
permission for you to start work late on Wednesday 23 August, please ask him or her to put
this refusal in an email and then forward that email to the course coordinator. On receipt of
this forwarded email, the course coordinator will give you permission to sit the supplementary
test, which will be held on the weekend of 26-27 August.
Submission Method Via the Assignments section of the Canvas site.
Assessment Criteria You can expect to do well in this assessment task if your answers to the multiple-choice
questions demonstrate a detailed knowledge and understanding of the body of legal rules
covered in those topics and how those rules apply to particular fact scenarios.
Return Method N/A
Feedback Provided Generic feedback will be provided in class.

Assessment 2 - Essay
Assessment Type Essay
Description The Essay asks you to demonstrate skills in legal and policy analysis in relation to a particular
aspect of company law. The essay question will be made available in the middle of the
semester (after the mid-semester test). This is because it is necessary to first master the
general subject matter covered in Weeks 1 to 5 in order to properly understand the specific
area of law dealt with in the essay.
Weighting 40%
Compulsory Pass Requirement - You must pass this assessment item to pass the course (note
Requirements ‘Opportunity to Reattempt’ below).
Due Date 11.59pm, Friday 29 September
Submission Method Must be uploaded as a Microsoft Word document or a document produced using other word
processing software (not a PDF, since PDFs make it difficult to check the word count). There
is no need to submit a paper copy. You must keep a copy of your essay (either electronically
or in hard copy).
Assessment Criteria A detailed marking rubric is available on the Canvas site. You can expect to do well in the
research essay if you demonstrate:
- the ability to identify, read, understand and reflect on relevant primary and
secondary sources;
- detailed knowledge and understanding of the body of legal rules (case-law and
statutory provisions) relevant to the set question and of existing interpretations of
those rules;
- the ability to provide sophisticated analysis of those rules in order to answer the
question and develop a critical, coherent and consistent line of reasoning;

Page 6 of 9
LAWS4005: Company Law
Newcastle City Precinct Semester 2 - 2022

- the ability to identify one or more relevant policy issues and adopt a critical,
coherent and consistent position in relation to relevant theoretical and policy
debates, including consideration of proposed legal or regulatory solutions.
- the ability to produce a sophisticated and clear piece of written communication that
is coherent, grammatically correct and persuasive for a legal audience.
Return Method N/A
Feedback Provided For the cohort as a whole, the course coordinator will provide:
- anonymised exemplar student essays, with detailed explanations of what was done
well and how each exemplar essay could have been further improved; and
- comprehensive generic feedback regarding the overall performance of the student
cohort, identifying common strengths and weaknesses.
Each student will also receive:
- a separate mark for each component of the marking rubric (legal analysis, policy
analysis and writing skills); and
- the opportunity to meet with the course coordinator to receive further essay feedback
(there will be a booking system to make appointments).
Opportunity to If a student fails the research assessment after making a genuine attempt, but has passed all
Reattempt other assessments in the course, the student may re-attempt the research assessment at the
end of the semester. The following rules will apply:
- Students will only be permitted one opportunity to re-attempt the research
assessment;
- The re-attempt will be scheduled by the Course Coordinator;
- The maximum grade available for the research assessment on a re-attempt is 50%
(however, students who pass on their re-attempt may achieve a higher overall grade
in the course, depending on the results of their other assessments); and
- The Course Coordinator will set a new research assessment question for any student
entitled to re-attempt the assessment.

Assessment 3 – Formal Exam

Assessment Type Formal Exam
Description The exam will be open book - you are allowed to bring any written or printed material into the
exam room and read it during the exam, but you are not allowed to access any electronic
device. The exam will consist of problem questions, which will focus on material covered in
Topics 8-12. Although the problem questions will not focus on material covered in Topics 1-
7, knowledge and skills gained through studying those topics will also assist you to do well in
this assessment item. Further information regarding this assessment item will be provided via
the course Canvas site.
Weighting 40%
Due Date To be scheduled during the Semester 2 Examination period (30 October–11 November).
Submission Method Exam papers will be collected by the invigilator at the end of the exam.
Assessment Criteria You can expect to do well in this assessment item if you:
- demonstrate detailed knowledge of the body of legal rules that regulate companies
and other popular business forms in Australia, including contemporary
developments in relation to this body of rules.
- identify legal issues relevant to a particular fact scenario and construct logical and
persuasive arguments about how the law relevant to those issues (including cases
and legislation) might apply to the given facts.
- in the process of setting out these arguments, demonstrate sophisticated skills in
statutory interpretation and an ability to identify relevant facts and connect these with
similarities and/or differences with the facts in applicable case-law to suggest how
key legal issues might be determined.
- demonstrate an understanding of the factors a client would need to weigh in
determining whether or not to pursue legal action in relation to a given fact scenario.
- write clearly and concisely and structure the analysis in a logical way (using headings

Page 7 of 9
LAWS4005: Company Law
Newcastle City Precinct Semester 2 - 2022

where appropriate).
Return Method N/A
Feedback Provided You can email the course coordinator to arrange an appointment to receive feedback
regarding this assessment item.

ADDITIONAL INFORMATION
Grading Scheme
This course is graded as follows:
Range of Grade Description
Marks
85-100 High Outstanding standard indicating comprehensive knowledge
Distinction and understanding of the relevant materials; demonstration of
(HD) an outstanding level of academic achievement; mastery of
skills*; and achievement of all assessment objectives.
75-84 Distinction Excellent standard indicating a very high level of knowledge
(D) and understanding of the relevant materials; demonstration of
a very high level of academic ability; sound development of
skills*; and achievement of all assessment objectives.
65-74 Credit Good standard indicating a high level of knowledge and
(C) understanding of the relevant materials; demonstration of a
high level of academic achievement; reasonable development
of skills*; and achievement of all learning outcomes.
50-64 Pass Satisfactory standard indicating an adequate knowledge and
(P) understanding of the relevant materials; demonstration of an
adequate level of academic achievement; satisfactory
development of skills*; and achievement of all learning
outcomes.
0-49 Fail Failure to satisfactorily achieve learning outcomes. If all
(FF) compulsory course components are not completed the mark
will be zero. A fail grade may also be awarded following
disciplinary action.

*Skills are those identified for the purposes of assessment task(s).

Communication Communication methods used in this course include emailed announcements and
Methods contributions to the Discussion Forums on the Canvas site.

Course Evaluation Each year feedback is sought from students and other stakeholders about the courses offered
in the University for the purposes of identifying areas of excellence and potential
improvement.

Oral Interviews (Vivas) After you have submitted your final assessment, you may be required to take part in a Viva
(also called an oral exam) for quality assurance purposes. A Viva will consist of an interview
with one or perhaps two staff conducted via Zoom, and will last approximately 10 minutes.
During this time, you will be asked questions about the answers you have provided in the
assessment. For instance, you may be asked about the workings or rationale behind the way
you structured an assessment response. This will help us verify your knowledge of a topic,
demonstrate that it is your own work and provide informative feedback to staff to help them
make enhancements to future examination/assessment papers. The oral examination will be
conducted in accordance with the principles set out in the Oral Examination (viva) Procedure.
In cases where the oral examination reveals the assessment item may not be the student's
own work the case will be dealt with under the Student Conduct Rule.

Academic Misconduct All students are required to meet the academic integrity standards of the University. These
standards reinforce the importance of integrity and honesty in an academic environment.
Academic Integrity policies apply to all students of the University in all modes of study and in
all locations. For the Student Academic Integrity Policy, refer to
https://policies.newcastle.edu.au/document/view-current.php?id=35.

Adverse The University acknowledges the right of students to seek consideration for the impact of
Page 8 of 9
LAWS4005: Company Law
Newcastle City Precinct Semester 2 - 2022

Circumstances allowable adverse circumstances that may affect their performance in assessment item(s).
Applications for special consideration due to adverse circumstances will be made using the
online Adverse Circumstances system where the assessment item is a major assessment
item (30% or more of the course mark). Before applying you must refer to the Adverse
Circumstance Affecting Assessment Items Procedure available at:
https://policies.newcastle.edu.au/document/view-current.php?id=236

Important Policy The 'HELP for Students' tab in UoNline contains important information that all students should
Information be familiar with, including various systems, policies and procedures.

Wellness Contacts There are a variety of pressures on law students, and being able to perform well academically
under pressure, without excessive stress will contribute to enhanced outcomes in wellbeing
and academic results. It can be helpful to reach out to support services and learn ways to
maintain your mental health, deal with stress and common issues like perfectionism,
procrastination and anxiety.

To access UON support:

https://www.newcastle.edu.au/current-students/support/personal
Ph: 4921 6622 or email: counselling@newcastle.edu.au

For support outside of office hours call the University Crisis Support Line on 1300 653 007 or
for chat sms 0488 884 165.

For immediate support contact Lifeline 24/7 on 13 14 11 or https://www.lifeline.org.au/

This course outline was approved by the Head of School. No alteration of this course outline is permitted without Head of School
approval. If a change is approved, students will be notified and an amended course outline will be provided in the same manner as
the original.
© 2023 The University of Newcastle, Australia

Page 9 of 9