Applied Corporate Law

This subject provides a detailed examination of the legislation and relevant case law and principles of equity and their practical application to the effective governance of companies, including relevant company secretarial practice and compliance issues. It also focuses on the impact of the Corporations Act 2001 (as amended) and these other sources of law upon effective corporate administration by company secretaries and other professionals in governance and risk management.

Learning outcomes

  1. Conceptualise knowledge of the theories and principles related to the management and regulation of commercial organisations
  2. Give a reasoned opinion on the types of corporate structures available to a variety of types of organisations and their appropriateness
  3. Critically appraise the legal and other issues arising in complex scenarios and apply relevant law such as under the relevant legislation in jurisdiction
  4. Critically examine the impact of the external regulatory environment on the operation and structure of commercial organisations
  5. 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 2021
  • 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

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