Course overview
- Study period
- Semester 1, 2025 (24/02/2025 - 21/06/2025)
- Study level
- Undergraduate
- Location
- St Lucia
- Attendance mode
- In Person
- Units
- 2
- Administrative campus
- St Lucia
- Coordinating unit
- Law School
Law relating to commercial companies and comparable business structures, as well as an introduction to the regulations on data protection and privacy.
This course is a critical analysis of the legal regulation of companies, and to a lesser extent, a comparison to other business structures, and an introduction to the regulations on data protection and privacy in Australia. You will learn about aspects of the law concerning companies, including separate legal personality and limited liability, formation of a company, structure of and relationship between company organs, management and governance, directors’ duties, shareholder rights, corporate finance and external administration. In addition, you will be introduced to the regulations on data protection and privacy, which govern the collecting, generating, storing, accessing, using or sharing data and information, in Australia.
Course requirements
Prerequisites
You'll need to complete the following courses before enrolling in this one:
LAWS1100
Restrictions
Not for students enrolled in LLB(Hons)(#64), LLB(Hons)(#48), LLB, LLB (Grad Entry), LLB(Hons) duals and LLB dual programs
Course contact
Course staff
Lecturer
Tutor
Dr Rouh Shi Low
Timetable
The timetable for this course is available on the UQ Public Timetable.
Additional timetable information
There are 10 tutorials and 12 lectures, with a thirteen lecture period being used for the in-class multiple choice test. Lectures will be recorded and the recordings made available to students. More details on the lectures and tutorials are set out in Learning Activities.
ﾠ
Aims and outcomes
Teaching Mission Statement
The mission of the TC Beirne School of Law is to educate students in and about the law. We seek to assist you to think critically about the law and to investigate its structures, principles, policies, and values. This is achieved by engaging with you as fellow investigators in a range of critical and intellectual conversations about the law and its place in society. Our role is thus to guide you in your own intellectual journey in the law and to equip you with the necessary skills that will enable you to continue that journey long after you have left the School.
Course Aims
At the conclusion of this course, you will be able to describe the regulatory framework of the law of companies in Australia; compare and contrast the advantages and disadvantages of the corporate structure with other business entities; solve legal problems relating to each of the topics in the course; and discuss critical issues associated with corporations in an informed and confident manner.
Learning outcomes
After successfully completing this course you should be able to:
LO1.
Explain the legislation and relevant case law related to corporations and partnerships;
LO2.
Apply the relevant legislation and/or case law to issues concerning corporations and partnerships;
LO3.
Formulate advice on various legal issues associated with corporations and partnerships with reference to legislation and cases; and
LO4.
Reflect critically on the legislation and relevant case law relating to corporations and partnerships.
Assessment
Assessment summary
| Category | Assessment task | Weight | Due date |
|---|---|---|---|
| Tutorial/ Problem Set |
Tutorial Exercise
|
10% |
3/03/2025 - 26/05/2025 |
| Examination |
In-semester Online Multiple Choice Examination
|
30% |
31/03/2025 12:00 pm |
| Examination |
End-of-semester Examination
|
60% |
End of Semester Exam Period 7/06/2025 - 21/06/2025 |
Assessment details
Tutorial Exercise
- Online
- Mode
- Written
- Category
- Tutorial/ Problem Set
- Weight
- 10%
- Due date
3/03/2025 - 26/05/2025
- Learning outcomes
- L01, L02, L03, L04
Task description
There will be 10 tutorials this semester. Students will be ASSESSED on their participation in 8 out of 10 tutorials. Each tutorial is worth max. 1.25 marks. Tutorial participation is worth 10 marks in total or 10% of the total marks in this course.
Tutorial preparation questions will be released at certain times during the semester and students are required to submit their answer online by the relevant due time and to attend their tutorial. To receive any marks for a tutorial students must:
1) Attend the tutorial for which they are enrolled, unless instructed otherwise; and
2) Submit their answer online for that tutorial question at the commencement of the week in which tutorial is scheduled on the Monday before 2pm via Blackboard, as described under 'Submission' below.
It is also important that students ensure that their names, student numbers and tutorial groups (eg T4) are clearly identified on your tutorial submission. If these details are missing, answer may not be identified and marks allocated.
To receive full marks for a tutorial, students answers must make a reasonable attempt at answering the question(s). A 'reasonable attempt' is not necessarily a correct answer. However, the answer must demonstrate a genuine effort to engage with the question(s) using materials from lectures, the assigned texts, cases and statutes and other sources referenced either in lectures or on the course Blackboard site. As a rule, a reasonable attempt will be 500 words (total), including references.
If you have not received full marks on 8 responses, we may award you marks for your additional responses up to a maximum of 10 marks in total. Part marks may be awarded.
It is also important that you ensure that your name, student number and tutorial group (eg T4) are clearly identified on your tutorial submission. If these details are missing, we may not be able to identify you and you may not get your marks.
This assessment task evaluates students' abilities, skills and knowledge without the aid of generative Artificial Intelligence (AI) or Machine Translation (MT). Students are advised that the use of AI or MT technologies to develop responses is strictly prohibited and may constitute student misconduct under the Student Code of Conduct Policy.
Submission guidelines
Tutorial exercises must be submitted electronically in Word format via the assessment submission link on the course Blackboard website at the commencement of each week in which tutorials are scheduled, i.e., on the Monday before 2pm.
Deferral or extension
You may be able to apply for an extension.
The maximum extension allowed is 7 days. Extensions are given in multiples of 24 hours.
Extension to Assessment Due Date
Where an extension for an assessment item due within the teaching period in which the course is offered is available, any extension is limited to one week (7 days). In exceptional circumstances, extensions may be granted for more than one week, but in no case will an extension exceed four weeks (28 days) in total. Where a student is incapacitated for a period exceeding four weeks of the teaching period, they should apply for removal of course.
A student may apply for an extension to assessment due date if they are unable to meet an assessment deadline due to extenuating circumstances. Please refer to the Applying for an extension page on my.UQ for further details on acceptable reasons for an extension and for instructions on how to apply. Additional information on extensions can be found within the Assessment Procedure .
Spoken or written notification of difficulties with assessment deadlines to a course coordinator or the School does not constitute an authorised extension.
Applications to be submitted before the due date: Applications for extension (whether they be medical or exceptional circumstances) shall be made by the due date and time for the assessment. Requests for extensions received after the assessment item submission due date and time, must include evidence of the reason for the late request, and will require the decision maker listed in the Student Grievance Resolution Procedure to accept the request for consideration.
Late submission
A penalty of 10% of the maximum possible mark will be deducted per 24 hours from time submission is due for up to 7 days. After 7 days, you will receive a mark of 0.
Penalties for Late Submission
The following penalties apply to late submission of an assessment item, assuming that an extension has not been approved, and that late submission is academically possible (e.g., it does not delay feedback to a cohort, or interfere with course delivery).
First 7 periods of 24 hours (or part thereof) - 10% per 24 hours of the maximum possible mark for the assessment item. For example, a report worth a maximum of 40 marks, submitted 28 hours late will attract a penalty of 8 marks, calculated as 2 periods of 24 hours x 10% x 40 marks.
More than 7 periods of 24 hours - 100%.
In-semester Online Multiple Choice Examination
- Online
- Mode
- Written
- Category
- Examination
- Weight
- 30%
- Due date
31/03/2025 12:00 pm
- Learning outcomes
- L01, L02
Task description
In Week 6, students will sit an in-semester, online multiple choice examination. This examination will be held during the usual lecture time via a link that will be made available on Blackboard. Any written or printed material is permitted in the exam; it may also be annotated.
This assessment task evaluates students' abilities, skills and knowledge without the aid of generative Artificial Intelligence (AI) or Machine Translation (MT). Students are advised that the use of AI or MT technologies to develop responses is strictly prohibited and may constitute student misconduct under the Student Code of Conduct Policy.
Exam details
| Planning time | 10 minutes |
|---|---|
| Duration | 90 minutes |
| Calculator options | No calculators permitted |
| Open/closed book | Open Book examination |
| Exam platform | Other |
| Invigilation | Not invigilated |
Submission guidelines
The exam will be available via Learn.UQ.
Deferral or extension
You may be able to defer this exam.
Late submission
Exams submitted after the end of the submission time will incur a late penalty.
Penalties for late submission will apply to the total mark available for an examination unless a student can demonstrate that system and/or process issues beyond their control resulted in the late submission of the examination.
Additional information on late penalties for digital examinations can be found within the Examinations Procedure.
End-of-semester Examination
- In-person
- Mode
- Written
- Category
- Examination
- Weight
- 60%
- Due date
End of Semester Exam Period
7/06/2025 - 21/06/2025
- Learning outcomes
- L01, L02, L03, L04
Task description
The end-of-semester examination will be on-campus and invigilated. While all material in the course is potentially examinable, the examination is likely to focus on materials covered in Lectures and Tutorials 5-12 and associated learning materials.
The assessment will test knowledge and understanding of that material through the application of such knowledge and understanding to a given set of facts in a problem question.
Students will be permitted to bring any printed/written materials into the exam; material may also be annotated.
This assessment task is to be completed in-person. The use of generative Artificial Intelligence (AI) or Machine Translation (MT) tools will not be permitted. Any attempted use of Generative AI or MT may constitute student misconduct under the Student Code of Conduct Policy.
Exam details
| Planning time | 10 minutes |
|---|---|
| Duration | 120 minutes |
| Calculator options | No calculators permitted |
| Open/closed book | Open Book examination |
| Exam platform | Paper based |
| Invigilation | Invigilated in person |
Submission guidelines
Deferral or extension
You may be able to defer this exam.
Course grading
Full criteria for each grade is available in the Assessment Procedure.
| Grade | Cut off Percent | Description |
|---|---|---|
| 1 (Low Fail) | 0 - 19 |
Absence of evidence of achievement of course learning outcomes. |
| 2 (Fail) | 20 - 47 |
Minimal evidence of achievement of course learning outcomes. |
| 3 (Marginal Fail) | 48 - 49 |
Demonstrated evidence of developing achievement of course learning outcomes |
| 4 (Pass) | 50 - 64 |
Demonstrated evidence of functional achievement of course learning outcomes. |
| 5 (Credit) | 65 - 74 |
Demonstrated evidence of proficient achievement of course learning outcomes. |
| 6 (Distinction) | 75 - 84 |
Demonstrated evidence of advanced achievement of course learning outcomes. |
| 7 (High Distinction) | 85 - 100 |
Demonstrated evidence of exceptional achievement of course learning outcomes. |
Supplementary assessment
Supplementary assessment is available for this course.
Learning resources
You'll need the following resources to successfully complete the course. We've indicated below if you need a personal copy of the reading materials or your own item.
Library resources
Find the required and recommended resources for this course on the UQ Library website.
Learning activities
The learning activities for this course are outlined below. Learn more about the learning outcomes that apply to this course.
Filter activity type by
Please select
| Learning period | Activity type | Topic |
|---|---|---|
Week 1 (24 Feb - 02 Mar) |
Lecture |
Lecture 1 Introduction - Defines and describes companies and company law, as part of the broader set of laws and regulations that governs legal entities; Discusses the key characteristics of a company (separate legal personality, corporate capacity and limited liability) and their significance for company law, as well as the case that enunciated them Learning outcomes: L01, L02, L03, L04 |
Week 2 (03 Mar - 09 Mar) |
Lecture |
Lecture 2 Companies and the Corporate Form - Discusses the problems with those key characteristics of a company, esp. the problem of corporate attribution for crimes and torts, and 'veil piercing rules'; Compares companies to other business structures within their frameworks of laws and regulations; Describes and compares different types of companies Learning outcomes: L01, L02, L03, L04 |
Tutorial |
Tutorial 1 Building on content from the Lectures Learning outcomes: L01, L02, L03, L04 |
|
Week 3 (10 Mar - 16 Mar) |
Lecture |
Lecture 3 Constituting & managing companies - Explains the registration (incorporation) process and the obligations of company promoters; Introduces the internal governance rules and describes their legal effect, sources, enforcement and modification; Reviews the concept of corporate governance and the division of powers in a company, including the effect of that division on members' and directors' roles Learning outcomes: L01, L02, L03, L04 |
Tutorial |
Tutorial 2 Building on content from the Lectures Learning outcomes: L01, L02, L03, L04 |
|
Week 4 (17 Mar - 23 Mar) |
Lecture |
Lecture 4 Corporate governance 1 - Defines membership, describes members' powers and the process for becoming a member; Introduces the type of members' meetings and the rules about calling, holding and attending membersﾒ meetings, as well valid decision-making by members Learning outcomes: L01, L02, L03, L04 |
Tutorial |
Tutorial 3 Building on content from the Lectures Learning outcomes: L01, L02, L03, L04 |
|
Week 5 (24 Mar - 30 Mar) |
Lecture |
Lecture 5 Corporate governance 2 - Explains the restrictions on member decision-making in equity; Describes the role of directors, secretaries and other officers in a company; Explains how directors make and delegate valid decisions, and access company information Learning outcomes: L01, L02, L03, L04 |
Tutorial |
Tutorial 4 Building on content from the Lectures Learning outcomes: L01, L02, L03, L04 |
|
Week 6 (31 Mar - 06 Apr) |
Lecture |
In-semester Examination In-semester examination - Students will sit the in-semester examination during the normal lecture time slot for this course. Learning outcomes: L01, L02, L03, L04 |
Tutorial |
Tutorial 5 Building on content from the Lectures Learning outcomes: L01, L02, L03, L04 |
|
Week 7 (07 Apr - 13 Apr) |
Lecture |
Lecture 6 Directors' duties 1 and 2 (Care & Diligence) - Provides an overview of directors' duties; Explains the directors' duties of care, the duty to avoid insolvent trading and the duty to avoid creditor defeating dispositions Learning outcomes: L01, L02, L03, L04 |
Week 8 (14 Apr - 20 Apr) |
Lecture |
Lecture 7 Directors' duties 3 and 4 (Loyalty & Good Faith) - Explains the directors' duties to act in good faith in the best interests of the company and for a proper purpose and to avoid conflicts of interest under statute and in the general law Learning outcomes: L01, L02, L03, L04 |
Tutorial |
Tutorial 6 Building on content from the Lectures Learning outcomes: L01, L02, L03, L04 |
|
Mid-sem break (21 Apr - 27 Apr) |
Lecture |
Mid-semester Break No Lectures, Tutorials or consultations. |
Tutorial |
Mid-semester Break No Lectures, Tutorials or consultations. |
|
Week 9 (28 Apr - 04 May) |
Lecture |
Lecture 8 Consequences of breach and members' remedies - Explains the consequences of breaching statutory and general law directors' duties; Explains the members' statutory and personal remedies Learning outcomes: L01, L02, L03, L04 |
Tutorial |
Tutorial 7 Building on content from the Lectures. Learning outcomes: L01, L02, L03, L04 |
|
Week 10 (05 May - 11 May) |
Lecture |
Lecture 9 Corporate contracting and reporting - Explains how companies contract under general law and statute; Explains the corporate duty to keep financial records, corporate reporting requirements (incl. continuous disclosure); Explains the laws on the role of the audit and auditors Learning outcomes: L01, L02, L03, L04 |
Tutorial |
Tutorial 8 Building on content from the lectures. Learning outcomes: L01, L02, L03, L04 |
|
Week 11 (12 May - 18 May) |
Lecture |
Lecture 10 Shareholdings 1 and 2 - Introduces the basic concepts of corporate finance (esp. the difference between equity and debt capital); Explains how persons become and cease to be shareholder (incl. subscription and transfers on the secondary share market, and the duty to provide disclosure with public offers); Explains the capital maintenance rule and the share capital transaction provisions in the Corporations Act 2001, including the rules on dividends Learning outcomes: L01, L02, L03, L04 |
Week 12 (19 May - 25 May) |
Lecture |
Lecture 11 Data protection and privacy - Regulations on collecting, generating, storing, accessing, using or sharing data and information Learning outcomes: L01, L02, L03, L04 |
Tutorial |
Tutorial 9 Building on content from the Lectures. Learning outcomes: L01, L02, L03, L04 |
|
Week 13 (26 May - 01 Jun) |
Lecture |
Lecture 12 External Administration - Explains the processes by which persons other than the directors assume management functions for a company, particularly the statutory processes for managing insolvent companies through winding-up and voluntary administration Learning outcomes: L01, L02, L03, L04 |
Tutorial |
Tutorial 10 Building on content from the Lectures. Learning outcomes: L01, L02, L03, L04 |
Policies and procedures
University policies and procedures apply to all aspects of student life. As a UQ student, you must comply with University-wide and program-specific requirements, including the:
- Student Code of Conduct Policy
- Student Integrity and Misconduct Policy and Procedure
- Assessment Procedure
- Examinations Procedure
- Reasonable Adjustments - Students Policy and Procedure
Learn more about UQ policies on my.UQ and the Policy and Procedure Library.
School guidelines
Your school has additional guidelines you'll need to follow for this course: