This unit examines the principles relating to different business organisations. Students will critically review non-corporate business forms including associations, sole trader, partnerships, trusts and joint ventures. More particularly, the unit of study provides students with a sound understanding of the principles of company law and develop their ability to apply those principles to situations they may encounter in their professional lives. Topics covered include: types of companies; registration of a company; corporate personality; corporate veil and lifting the corporate veil; company constitution; contracts made by the company; prospectus provisions; share capital; loan capital and security; directors and officers, directors duties; fraud on the minority and oppression of minority shareholders.

Unit details

Study level:
Undergraduate
Credit points:
12
Unit code:
BLO2205

Prerequisites

BLO1105 - Business Law

PROHIBITION: This unit is not available to any law students at VU or elsewhere whether enrolled in a single, combined or honours level law degree.

Learning Outcomes

On successful completion of this unit, students will be able to:
  1. Appraise the different legal frameworks of various business structures available for conducting business, and understand and apply statute law and common law in related problem solving;  
  2. Differentiate between the various types of companies, the effect of incorporation on each of them and explain the separate entity doctrine;  
  3. To be able to contextualise the role of the company constitution in the internal regulation of each of those types of companies and the powers of the corporation, its managers and agents to engage in dealings with "outsiders". Conceptualise the nature of shares and share capital requirements of the company and the regulatory framework of capital raising by the company;  
  4. Determine and articulate duties of directors and other officers and their important role in corporate governance in contemporary changing Australian and multinational scenarios; and  
  5. Argue the rights of shareholders and remedies available to shareholders when their rights are affected. Identify when a company is in financial distress and be able to prescribe the types of options available to companies in financial distress facing external administration.  

Assessment

Assessment type Description Grade
Case Study Case study - including multiple choice online case study task 10%
Assignment Essay 30%
Examination Final Examination (Open Book) 60%

Required reading

Understanding Company Law 18th edition
Lipton, P, Herzberg, A and Welsh, M 2016
Sydney, Thomson Reuters

Students should possess their own copies of the Corporations Act 2001 (latest edition). CCH, Corporations and Securities Legislation Latest Edition; or Butterworths, Australian Corporations Legislation; Latest Edition; or Law Book Company Ltd, Companies and Securities Legislation.

Where to next?

As part of a course

You can choose to study this unit as part of the following courses. Refer to the course page for information on how to structure your course to include this unit.

Study a single unit

This unit may be available as a single unit of study.

Find out more about how to apply for single units of study at VU.

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