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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 2023
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
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%)
Examination (50%)
Key contacts Further information to assist you in your studies at Governance Institute can be requested from: education@governanceinstitute.com.au.

Subject learning outcomes

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

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.

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.