Applied Corporate Law
This subject is the point of entry to the Graduate Diploma of Applied Corporate Governance for students coming from the private sector, and provides a detailed examination of the Corporations Act 2001 as it applies to corporate administration, compliance and governance.
Learning outcomes
- Conceptualise knowledge of the theories and principles related to the management and regulation of commercial organisations
- Give a reasoned opinion on the types of corporate structures available to a variety of types of organisations and their appropriateness
- Critically appraise the legal and other issues arising in complex scenarios and apply relevant law such as under the relevant legislation in jurisdiction
- Critically examine the impact of the external regulatory environment on the operation and structure of commercial organisations
- Demonstrate and exercise appropriate judgement on presenting advice on commercial and legal issues in a relevant form
Indicative content
The subject comprises the following 12 modules:
Module 1: Legislative framework
- Legal framework of the corporate legislation
- The company secretary in 2020
- Consequences of breaching duties
Module 2: The registration process and corporate authority
- Classification of corporations
- The registration process
Module 3: The corporate constitution
- What is the role of the constitution/replaceable rules?
- The replaceable rules
- The nature and content of the constitution
- Particular company types
- Common clauses in corporate constitutions
- Interpreting the constitution
- Related contracts
- Alteration and enforcement of the corporate constitution
Module 4: Directors’ and officers’ duties — Part 1
- Definition issues affecting officers
- Fundamental duties of officers
- Duty of care, skill and diligence
- Duty to act in good faith (honesty) for a proper purpose to avoid conflicts of interest
Module 5: Directors’ and officers’ duties — Part 2
- Insolvent trading
- Insider trading
- Consequences of breaching duties
- Responsibility for enforcing breaches of duty
- Insurance and indemnities
Module 6: Members’ rights and remedies
- Membership and shares
- Corporate registers
- Right to call a members’ meeting
- Minority shareholder remedies
Module 7: Corporate fundraising
- Debt and equity fundraising
- Definitional issues
- Requirements for paying dividends
- Licensing and disclosure
- Secured finance and the PPSA
- An overview of managed investment schemes
Module 8: Equity fundraising and market misconduct
- Legal considerations for equity fundraising
- Fundraising disclosure requirements
- Liability for disclosure
- Market misconduct
Module 9: Reporting and disclosure
- Continuous disclosure
- Annual reports
- Extract of Particulars
- Other reporting requirements
Module 10: Dealing with ASIC
- ASIC functions
- ASIC enforcement policies
- ASIC information
- Review of operation of ASIC over the last decade
Module 11: Reconstructions and external administration
- Schemes of arrangement
- Receivership
- Voluntary administration
- Winding up (liquidation)
- Insolvent trading
- Reconstructions and takeovers
Module 12: Applying corporate theory to practice
- Wider responsibilities
- Consequences
- Code of conduct and ethics
- Resources
- Examination preparation and technique
Required texts
LexisNexis’ loose-leaf service Australian Corporation Practice (ACP); Thomson Reuters’ Australian Corporations Legislation