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
This course considers the law concerning companies, including the nature of corporate bodies, corporate personality and limited liability, formation, management and governance, finance, and liquidation.
Companies are the most common vehicle for doing business in Australia and in many other jurisdictions. This situation has arisen because companies are entities separate from the persons who are members of them and those members have only limited liability for the obligations of their companies.
In this course we will look briefly at the benefits of doing business in a corporate form before looking more closely at the formation of a company, structure of and relationship between company organs, doing business with companies, corporate theory, directors' duties, shareholder rights, corporate finance and external administration.
The Maria De Donatis Memorial Prize in Corporate Law: The female student with the highest overall marks in their first attempt at LAWS2706, LAWS2707 and LAWS3702 will be recommended for this prize.
Course requirements
Assumed background
It is important that all students have completed courses on the Law of Trusts when they enrol for this course as fiduciary obligation is one of the central concepts of the study. Similarly, an awareness of agency principles will assist in the appreciation of corporate relationships but this canﾠbe acquired from the cases or perusal of an agency text, such as Bowstead and Reynolds on Agency (21st ed,ﾠ 2017).
Prerequisites
You'll need to complete the following courses before enrolling in this one:
LAWS1702, (LAWS2705 or LAWS2709), LAWS2706 and LAWS2707
Incompatible
You can't enrol in this course if you've already completed the following:
LAWS4112 or 5017
Restrictions
LLB(Hons) and LLB(Hons) duals
Course contact
Course staff
Lecturer
Guest lecturer
Professor Ross Grantham
Tutor
Dr Kim Weinert
Mr Jason Wang
Mr Frank Berardi
Timetable
The timetable for this course is available on the UQ Public Timetable.
Additional timetable information
There are no tutorials in Teaching Weeks 1-2 and 9.
Aims and outcomes
Teaching Mission Statement
The mission of the 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
This course seeks to develop a theoretically informed account of modern companyﾠlaw and, in particular, to:
- Introduce you to corporate theory and the underlying principles that inform and support the corporate entity and allow it to function within the legal system;
- Familiarise you with the provisions concerning the formation, structures and operation of public and proprietary companies through programmed reading, lectures, tutorial exercises, and class discussion;
- Examine the rules affecting the structure and operation of the company, in light of theoretical conceptions of the company, to determine whether they permit appropriate interaction between the organs of the company, ensure good governance and protect members' interests;
- Develop your legal skills through legal writing, case analysis, statutory interpretation, problem solving, and the use of online materials and databases; and
- Encourage you to think critically about company law and theory.
Learning outcomes
After successfully completing this course you should be able to:
LO1.
have a comprehensive and well-founded knowledge of the rules and principles of company law;
LO2.
explain to an intelligent layperson the principles underlying the formation, operation, and dissolution of companies and the rules by which those principles are implemented;
LO3.
understand and be able to explain the theoretical bases of corporate law and how the positive law has been affected by theoretical conceptions of the company;
LO4.
analyse real and/or hypothetical situations and the doctrinal, normative, and policy issues arising from these situations;
LO5.
have an understanding of the different policy perspectives that bear upon corporate law; and
LO6.
undertake research (including locating primary and secondary materials) in these areas of law with a view to resolving more complex problems or advising on the effect of further developing or reforming current principles and rules.
Assessment
Assessment summary
| Category | Assessment task | Weight | Due date |
|---|---|---|---|
| Essay/ Critique |
Research Essay
|
50% |
28/04/2025 2:00 pm |
| Examination |
End-of-semester Examination
|
50% |
End of Semester Exam Period 7/06/2025 - 21/06/2025 |
Assessment details
Research Essay
- Online
- Mode
- Written
- Category
- Essay/ Critique
- Weight
- 50%
- Due date
28/04/2025 2:00 pm
- Learning outcomes
- L01, L05, L06
Task description
Details of the Research Essay will be available from the Course Learning Guide, available on the Blackboard site.
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
Assignments must be submitted electronically via the submission link on the course Blackboard site.
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%.
End-of-semester Examination
- In-person
- Mode
- Written
- Category
- Examination
- Weight
- 50%
- Due date
End of Semester Exam Period
7/06/2025 - 21/06/2025
- Learning outcomes
- L02, L03, L04, L05, L06
Task description
There will be an end-of-semester examination of two hours' duration plus 10 minutes planning time held during the end-of-semester examination period. Any written or printed material is permitted in the exam; it may also be annotated. Students should expect an examination with limited or no choice, covering the whole of the semester's work.
The examination may contain problem questions, essay questions, or a mixture of both.
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.
Additional assessment information
Assessment Criteria
7 – 85-100%
Answers have a thoughtful structure, a clear message displaying personal reflection informed by wider reading of articles and/or other commentaries, and a good grasp of detail. Allowing for the constraints of the examination/essay context, answers will approach the standard of publishable academic work. Answers will excel in all or most of the following areas:
- Demonstrating a deep knowledge and understanding of the subject as a whole, integrating the broader context where relevant (for example, legal, practical, theoretical, or cultural);
- Comprehensiveness and accuracy;
- Clarity of argument and expression, that utilises sophisticated, effective, and persuasive communication skills, that includes: developing, structuring, editing, and referencing relevant analysis; and conclusions tailored to the specific audience;
- Evidence of wider reading;
- Insight into the theoretical issues;
- Critical evaluation, argument and problem‐solving that demonstrates originality and insight into the whole of the subject area.
6 – 75-84%
Answers show a thorough understanding of both the basic principles and relevant details of the subject-matter, supported by illustrations which are demonstrably well-understood, and which are presented in a coherent and logical fashion. Answers will be well-structured, display analytical depth, and contain no major errors or omissions. Answers will possess all or most of the following characteristics:
- Accurate and well-informed;
- Comprehensive;
- Well-organised and structured;
- Succinctly and cogently argued;
- Evidence of reading beyond textbooks and lecture notes;
- Demonstrating a deep understanding of basic principles;
- Demonstrating a thorough understanding of the relevant details;
- Displaying some evidence of insight and independent thought;
- Evaluation of material, though such evaluation may be derivative;
- In the case of problem questions, demonstrating that the candidate can both distinguish cases on their facts, and argue by analogy.
5 – 65-74%
Answers display an acceptable level of competence, and typically possess all or most of the following characteristics:
- Generally accurate, but may contain one or more errors or omissions;
- Demonstrates sound knowledge and understanding of the subject area as a whole and the way in which its component principles interrelate;
- Provides an adequate answer to the question largely based on textbooks and lecture notes;
- Develops a clear structure that addresses the question and utilises modes of communication appropriate to explain the law;
- Clearly presented, but with no real development of arguments or insight.
4 – 50-64%
Answers demonstrate some knowledge or understanding of the general subject matter, but answers tend to be weak in the following ways:
- Descriptive only;
- Does not answer the question directly;
- Misses key points;
- Contains irrelevancies and/or important inaccuracies;
- Covers material sparsely;
- Assertions not supported by authority or evidence.
1–2 – 0-49%
Answers are of an unsatisfactory standard in some or all of the following ways:
- Demonstrates a lack of knowledge or understanding of key features of the subject area;
- Incorporates irrelevant subject materials, research sources, or opinions;
- Fails to address the question adequately or at all, has an unclear structure and derives unsustainable, incoherent or no conclusions on the relevant issue;
- Tends to restate propositions derived from the course materials without discrimination;
- Does not identify or address adequately or at all theoretical, ethical, or professional conduct issues relevant to or raised by the question;
- Fails to demonstrate a capacity to learn and work independently.
Answers will be graded against these criteria as a whole.
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.
Additional learning resources information
A reading list for the course will be provided via the course Blackboard site.
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 |
|---|---|---|
Multiple weeks From Week 1 To Week 13 |
Lecture |
Lectures You can find the lecture program and associated readings for this course in the Course Learning Guide, which is available on Blackboard. Lecture topics are: Lecture 1 – Introduction Lecture 2 – Corporate governance and regulation in theory and politics Lecture 3 – Corporate personality and liability Lecture 4 – Internal structures and operations of the company Lecture 5 – Corporate contracting and reporting Lecture 6 – Directors' duties 1 (Care & Diligence) Lecture 7 – Directors' duties 2 (Loyalty & Good Faith) Lecture 8 – Directors' duties 3 (Related Party Transactions and Enforcement of Directors' Duties) Lecture 9 – Minority protection Lecture 10 – Corporate Disclosure Lecture 11 – Corporate Finance Lecture 12 – External Administration Learning outcomes: L02, L03, L04, L05 |
Multiple weeks From Week 3 To Week 13 |
Tutorial |
Tutorials The tutorial topics are available from the Course Blackboard site. There are 10 tutorials in this course. The tutorials start in week 3. The tutorial questions for the course are available from the course Blackboard site. The readings are those that go with the relevant lecture(s). The topics are: Tutorial 1: Building on content from Lecture 1 (Introduction) Tutorial 2: Building on content from Lecture 2 & 3 (Civil and Criminal Liability, Theory) Tutorial 3: Building on content from Lecture 4 (Internal Structures and Operations) Tutorial 4: Building on content from Lecture 5 (Corporate Contracting) Tutorial 5: Building on content from Lecture 6 (Duties of Care) Tutorial 6: Building on content from Lecture 7 (Fiduciary Duties) Tutorial 7: Building on content from Lecture 8 (Enforcing Fiduciary Duties) Tutorial 8: Building on content from Lecture 9 (Minority Protection) Tutorial 9: Building on content from Lecture 10 & 11 (Corporate Disclosure and Finance) Tutorial 10: Building on content from Lecture 12 (External Administration) Learning outcomes: L02, L03, L04, L05 |
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: