Applied Corporate Law

Key subject details

Subject	Applied Corporate Law
Description	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.
Year of delivery	2024
Award	Graduate Certificate and Graduate Diploma of Applied Corporate Governance and Risk Management
Chartered Governance Institute Qualifying Program	Chartered Secretary and Chartered Governance Professional
Core/Elective	Core
Australian Qualification Framework (AQF) level	8
Subject credit points	10
Total course credit points	40 (Graduation Certificate) 60 (Graduate Diploma)
Pre-requisites	None
Assumed knowledge	As this subject is the expected point of commencement in both the Graduate Certificate and the Graduate Diploma of Applied Corporate Governance and Risk Management, the level of assumed knowledge is limited. Detailed prior knowledge of the Corporations Act 2001 (Cth) is not assumed. Many students will have studied company law within their university studies for a business or law degree. However, without this knowledge but with practical experience of the corporate or professional environment, you should be able to handle the subject.
Mode of study	Online
Part-time/Full-time	Part-time over one semester
Teaching weeks	12
Student workload	164 hours comprising: two (2) time-tabled hours per taught week ten (10) personal study hours per taught week twenty (20) personal study hours for exam preparation
Assessment task (Weighting)	Presentation (20%) Assignment (30%) Group Engagement Case Study (10%) Examination (40%)
Key contacts	Further information to assist you in your studies at Governance Institute can be requested from: education@governanceinstitute.com.au.

Subject aims

This subject has been designed to achieve the following aims:

to provide new corporate governance professionals, including company secretaries and directors, with a solid platform of knowledge and skills with respect to their office
to develop existing knowledge into a contemporary context and to bring you up-to-date with respect to the changing laws
to integrate corporate practice and theory and develop the concepts of compliance, best practice, due diligence, professionalism and an awareness of using the Corporations Act 2001 (Cth) for commercial purposes.

Subject learning outcomes

Conceptualise knowledge of the theories and principles related to the management and regulation of commercial organisations
Critically appraise the legal and other issues arising in complex scenarios and apply relevant law under the appropriate jurisdiction
Critically examine the impact of the external regulatory environment on the operation and structure of commercial organisations
Demonstrate and exercise appropriate judgment when presenting an explanation on commercial and legal issues

Indicative content

The subject is divided into the following 12 modules:

Module 1 — Legislative framework

Legal framework of the corporate legislation
The company secretary
Consequences of breaching directors’ and officers’ duties

Module 2 — Dealing with ASIC

ASIC’s functions
ASIC searches and information
ASIC enforcement tools
Review of ASIC’s operation over the last decade

Module 3 — The registration process and corporate authority

Classification of corporations
The registration process

Module 4 — The corporate constitution

The role of the constitution/Replaceable Rules
Nature and content of the constitution
Impact on types of companies
Common clauses in corporate constitutions
Interpreting the constitution
Related contracts
Alteration and enforcement of the corporate constitution

Module 5 — Directors’ and officers’ duties — Part 1

Statutory definition of officer
Legal duties imposed upon directors
Duty to act in good faith in the best interests of the company
Duty to act for a proper purpose

Module 6 — Directors’ and officers’ duties — Part 2

Duty to avoid conflicts of interest
Disclosure of interests and voting
Overview of continuous disclosure
Insider trading
Accessorial liability (involvement in contraventions of the CA)

Module 7 — Directors’ and officers’ duties — Part 3

Duty of care, skill and diligence
Insolvent trading (directors only)
Insurance and indemnities
Other Corporations Act duties

Module 8 — Members’ rights and remedies

Membership and shares
Corporate registers
The right to call a members’ meeting
Minority shareholder remedies

Module 9 — Corporate fundraising and dividends

Debt and equity fundraising
Definitional issues
Requirements for paying dividends
An overview of licensing and disclosure
Secured finance and the Personal Property Securities Act 2009 (overview only)
An overview of managed investment schemes

Module 10 — Equity fundraising and market misconduct

Legal considerations for equity fundraising
Fundraising disclosure requirements
Liability for disclosure
Market misconduct

Module 11 — External administration

Schemes of arrangement
Receivership
Voluntary administration
Debt restructuring plan for small companies
Winding up (liquidation)
Takeovers and reconstructions (overview only)

Module 12 — Exam prep and answering technique

Answering law questions
Using the MIRAT technique
Checklist

Prescribed texts

Australian Corporation Practice (ACP) — online access to ACP (LexisNexis) is available in the ‘Online Libraries’ section of the ‘Online Libraries and Student Resources’ folder in Blackboard.
Australian Corporations Legislation (current year of study, published by either LexisNexis or Thomson Reuters).

Note: Contents in the subject materials have been designed to act as an interface between these texts and the subject.