Corporations and business associations law 512
Professor S Ricketson
12 points
* Three 1-hour lectures per week
* Full-year subject
*
Clayton
* Prerequisite: LAW3400
* Corequisite: LAW4201
Objectives Students who successfully complete this subject should (1) be able to assess the situations in which business activities are more appropriately carried on by individuals organised as a group rather than on an individual basis and to explain the advantages and disadvantages of adopting one form of group organisation rather than another; (2) understand the attributes and consequences of the separate legal personality which the law attaches to certain entities such as the corporation; (3) understand the means by which group entities such as the corporation and partnership are created, and should appreciate the degree of flexibility with which these entities may regulate their internal affairs; (4) be in a position, once a particular form of group entity has been decided upon, to advise the individuals concerned of their respective rights, liabilities and responsibilities; (5) understand the legal principles which regulate the relations of these group entities to the outside world; (6) be able, in the case of a corporation, to understand the basic features and legal requirements of share capital and debt capital; (7) understand the means by which each of these group entities may be brought to an end; (8) be able to analyse and examine critically the current law in this area from different perspectives, as well as have an appreciation of the dynamics of the manner of regulation in this area; and (9) find, that in addition to their powers of critical analysis and thinking, their statutory interpretation and drafting skills are enhanced by undertaking this subject.
Synopsis This subject is concerned with the body of legal rules that govern the formation and operation of business entities and the duties and liabilities of their officers and members. The most important entities to be studied in this regard are the corporation and the partnership. Corporations and partnerships play a critical role in the Australian community, and an important part of this subject is to set the legal rules governing such matters in a broader historical, social and economic context. Another important theme is the role of legislative reform, and the way in which this has affected the development of appropriate legal principles in this area.
Assessment Drafting exercise (3000 words): 30%
* Final examination
(3 hours): 70%
Texts
Corporations Law
Partnership Act 1958 (Vic.)
Cases and materials will also be distributed
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