Skip to menu Skip to content Skip to footer
Course profile

Corporate Law (LAWS3702)

Study period
Sem 1 2026
Location
St Lucia
Attendance mode
In Person

Course overview

Study period
Semester 1, 2026 (23/02/2026 - 20/06/2026)
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

Prerequisites

You'll need to complete the following courses before enrolling in this one:

LAWS1700, LAWS1701, LAWS1702, LAWS2706, LAWS2707, LAWS2709

Incompatible

You can't enrol in this course if you've already completed the following:

LAWS4112

Restrictions

LLB(Hons) and LLB(Hons) duals

Course contact

Course staff

Lecturer

Guest lecturer

Tutor

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

Education Mission Statement

The mission of the School of Law is to educate you 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 your understanding of modern corporate law, in particular, the Australian law on companies. Through your reading, lectures, tutorials, and assessment, it will:

1. Introduce you to key debates about the nature of the company and corporate governance.

2. Familiarise you with key legal rules on company formation, operation, and dissolution.

3. Develop your skills in legal research, writing, and problem solving in the context of company law.

  1. 4. Encourage you to think critically about company laws and law reforms, including in lights of corporate law theory debates.

Learning outcomes

After successfully completing this course you should be able to:

LO1.

Apply the rules governing the formation, operation, and dissolution of companies to hypothetical legal problems. 

LO2.

Explain to an intelligent layperson how those rules reflect ideas about society and the economy, as well as theories of regulation and corporate governance. 

LO3.

Undertake research to resolve more complex problems or analyse the impacts of actual or potential changes to the rules on company law. 

LO4.

Where relevant, incorporate normative and theoretical reflections into legal analysis in the area of company law. 

Assessment

Assessment summary

Category Assessment task Weight Due date
Presentation, Role play/ Simulation 'Be my Clerk!' - Interactive Oral Assessment
  • In-person
50%

Partner Meetings for Problem 1 (released in TW3) 23/03/2026

Partner Meetings for Problem 2 (released in TW4) 30/03/2026

Partner Meetings for Problem 3 (released in TW5) 13/04/2026

Examination End-of-semester Examination
  • In-person
50%

End of Semester Exam Period

6/06/2026 - 20/06/2026

Assessment details

'Be my Clerk!' - Interactive Oral Assessment

  • In-person
Mode
Oral
Category
Presentation, Role play/ Simulation
Weight
50%
Due date

Partner Meetings for Problem 1 (released in TW3) 23/03/2026

Partner Meetings for Problem 2 (released in TW4) 30/03/2026

Partner Meetings for Problem 3 (released in TW5) 13/04/2026

Other conditions
Secure.

See the conditions definitions

Task description

This assessment simulates an activity that students might be given as summer or winter clerks in commercial law firms. It involves students researching a problem in company law and meeting with a firm 'partner' (i.e., a member of the LAWS3702 teaching team) to present their research and answer questions. Partner Meetings will 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.

Before the meeting, students are encouraged to submit a short written summary of their research activities and findings (‘Briefing Note’) using the learning tool, Cadmus. The Briefing Note is not assessed.

More information about the two steps in this assessment will be provided on Blackboard and in class.

You will be using Cadmus to complete the Briefing Note. Cadmus is an online environment for written assessment.

You must complete all your work in Cadmus following the guidance on our Course Blackboard site.

Further information about Cadmus at UQ is available at https://itali.uq.edu.au/advancing-teaching/initiatives/cadmus-semester-1-2026-pilot-uq"

Submission guidelines

Further information about the logistics for this assessment item will be provided at the start of the semester.

Deferral or extension

You may be able to apply for an extension.

Discretionary extensions are not available for this task.

The maximum extension allowed is 7 days. Extensions are given in multiples of 24 hours.

If you are unable to attend the time allocated for your partner meeting, please apply for an extension at https://my.uq.edu.au/information-and-services/manage-my-program/exams-and-assessment/applying-assessment-extension no later than one calendar day after the scheduled date and time of your meeting. If your application is approved, your Partner meeting will then be rescheduled.

Extension to Assessment Due Date

The maximum extension for an assessment item due within the semester / teaching period in which the course is offered is 7 days. In exceptional circumstances, an extension may be approved for a further 7 days. Where a student is incapacitated for a period longer than 14 days, they are advised to 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.

request for an extension to an assessment due date must be submitted through my.UQ as soon as it becomes evident that an extension is needed, but no later than one calendar day after the assessment task submission due date and time. Requests for extensions received after the application due date and time, must include evidence of the reason for the late request, and will require the decision maker listed in the Decision-Maker Tables in the Student Grievance Resolution Procedure to determine whether to accept the request for consideration.

This assessment task is not eligible for discretionary extensions. 

Late submission

Late submission is not available for this oral assessment item without a valid extension; there are no discretionary extensions available. Therefore, if you are affected by illness or other extenuating circumstances, please apply for an extension as per the procedure detailed above.

End-of-semester Examination

  • In-person
Mode
Written
Category
Examination
Weight
50%
Due date

End of Semester Exam Period

6/06/2026 - 20/06/2026

Other conditions
Secure.

See the conditions definitions

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, albeit with a focus on Lectures 6-12 and related tutorials.

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 - any written or printed material is permitted; material may be annotated
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.

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
Clear filters
Learning period Activity type Topic
Multiple weeks

From Week 1 To Week 13
(23 Feb - 31 May)

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

Multiple weeks

From Week 3 To Week 13
(09 Mar - 31 May)

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)

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:

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: