Subject Outline Summer 2010

Faculty of Law
Subject Outline
77947 Companies and Securities

Law
Summer 2010
www.law.uts.edu
.au
SUBJECT OUTLINE
UTS:LAW
CONTENTS
1. Subject Details Page 3
2. Teaching Staff Page 4
3. Subject Content Page 5
4. Teaching and Learning Page 15
5. Assessment and Exams Page 18
6. Guide to Assessments Page 20
7. Resources Page 25
8. Rules, Key Dates and Web References Page 26
 NOTICE:
Students must regularly check UTS Online for any changes to the following course
material and for announcements throughout the session.
[Year] [Semester] [Subject No] [Subject Name] Page 2 of 29
UTS CRICOS Provider No: 00099F

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1. SUBJECT DETAILS
1. Subject Details
1.1 Full Subject Title Companies and Securities Law
1.2 Subject Number 77947
1.4 Semester/Year Summer 2010
1.5 Faculty Law
1.6 Credit Points Six
1.7 Level Postgraduate
1.8 Requisite(s) Undergraduate Degree including a Introductory Law subject
Subject Description
This subject provides an in depth coverage of Corporate Law, examining the corporate legal environment in
which companies and their stakeholders including officers and employees operate.
The subject develops through 4 main phases. Initially the main laws and bodies which affect the creation and
operation of companies are examined. Then there is a strong emphasis on the main roles, responsibilities and
duties of Directors and Senior Officers.
Next the focus is on the relationship between the corporation and its shareholders including the issues of
members and fundraising by corporations. Lastly are major events in the lifecycle of companies such as
external administration, takeovers and the operation of the Securities Markets.
2.TEACHING STAFF

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It is highly recommended that email be the first point of contact with teaching staff. You should direct
your emails to your Lecturer or Tutorial Leader in the first instance.
Teaching Staff
[Name] Noel Ross
[Position] Lecturer
UTS Faculty of Law
Tel 0408 444 960 (please leave sms message)
Email Noel.Ross@uts.edu.au
[Name] Phillip Spence
[Position] Lecturer
UTS Faculty of Law
Email Phillip.Spence@uts.edu.au
Subject Co-ordinator
[Name] Sophie Riley
[Position] Lecturer
UTS Faculty of Law
3.SUBJECT CONTENT
1 Company Law in Context -Overview of business organisations in Australia and the basic
framework of the corporate legislation under the Corporations Act 2001 (Cth) and the

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Australian Securities & Investments Commission.
2 Registration & Consequences -The constitutional issues, process of registration

(incorporation) and its consequences from separate legal entity. Issues of promoters,
establishing companies and entering legal relationship prior to registration.
3 Corporate Constitution - Review of the corporate constitution, including a discussion of the

use of replaceable rules and internal management (Turquand principle).
4 The Corporation and Outsiders - The relationship between companies and their ability to
commit crimes, enter a contract and be liable for a tort, both primarily and secondary
(vicariously).
5 Organ Theory & Officers - Explanation of how companies make decisions through their
board and agents. Discussion as to the importance of the definitions of the various types of
officers.
6 Directors and Officers Duities - Officers and directors duties under the common law,
equity and statute (Corporations Act). Also, corporate responsibilities of the company and
its officers under other laws.
7 Shareholder Protection - The rule in Foss v Harbottle and the various common law and
statutory exceptions, such as the derivative action and minority protection.
8 Corporate Finance and Fundraising - Review of the various capital structures of

companies with ordinary, preference and deferred shares and debt capital via charges.
Review of prospectus provisions and potential liabilities for misleading statements.
9 Dividends, Financial Reporting and Auditors - Rules about payment of Dividends,

financial reporting obligations of Companies, Duties of Auditors to the Company and Third
Parties.
10 External Administration - The process of external administration via receivers, voluntary

administrators, liquidations and voluntary winding up.
11 Revision Class
12 Examination in Class
3.2 Seminar Timetable
Week
Class Lecture Topic
Commencing

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1. 30.11.09 Company Law in Context
2. 30.11.09 Registration and Consequences
3. 7.12.09 Corporate Constitution
4. 7.12.09 The Corporation and Outsiders
5. 14.12.09 Organ Theory and Officers
6. 14.12.09 Directors and Officers Duties

Christmas/Summer Mid Semester Break
7. 4.1 10 Shareholder Protection
8. 4.1.10 Corporate Finance and Fundraising – Assignment due
9. 11.1.10 Dividends Financial Reporting and Auditors
10. 11.1.10 External Administration
11. 18.1.10 Revision
12. 18.1.10 Exam in Class
3.4 Seminar Reading List
WEEK 1:
Seminar Topic Company Law in Context
Prescribed Reading Lipton & Herzberg Ch 1
Ford Ch 1-3
Recommended Reading Hanrahan Ch 1-2
Redmond Ch 2
WEEK 2:
Seminar Topic Registration and Consequences
Prescribed Reading Lipton & Herzberg Ch 2-3

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Redmond Ch 4
Recommended Reading Hanrahan Ch 3
Ford Ch 4
WEEK 3:
Seminar Topic Corporate Constitution
Ford Ch 6
Redmond Ch 3
WEEK 4:
Seminar Topic The Corporation and Outsiders
Ford Ch 12-16
Recommended Reading Hanrahan Ch 22-24
Redmond Ch 4
WEEK 5:
Seminar Topic Organ Theory and Officers
Ford Ch 7
Redmond Ch 5
WEEK 6:
Seminar Topic Company Management & Officers Duties
Recommended Reading Redmond Ch 5

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Ford Ch 8-9
Hanrahan Ch 10-14
WEEK 7:
Seminar Topic Shareholder Protection
Prescribed Reading Lipton & Herzberg CH 17
Redmond Ch 8
Recommended Reading Ford Ch 11
Hanrahan Ch 15
WEEK 8:
Seminar Topic Corporate Finance and Fundraising
Redmond Ch 9
Hanrahan Ch 17-19
WEEK 9:
Seminar Topic Dividends, Financial Reporting and Auditors
Redmond Ch 9
Hanrahan Ch 17-19
WEEK 10:
Seminar Topic External Administration
Recommended Reading Redmond Ch 9
Ford Ch 25-28

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Hanrahan Ch 25-26
WEEK 11:
Seminar Topic Takeovers
Redmond Ch 10
Hanrahan Ch 20
WEEK 12:
Seminar Topic Revision
Prescribed Reading Revision Notes
3.6 PRESCRIBED Texts
Lipton, P and Herzberg, A Understanding Company Law Thomson Law Book Co.
3.7 RECOMMENDED Texts
either LexisNexis:Butterworths or CCH Australia or Thomson

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Australian Corporations Legislation (2009 edition)
A helpful Text for some students;
Li, Grace and Riley, Sophie Applied Corporate Law: A Bilingual Approach
LexisNexis:Butterworths Australia 2009
3.8 Other Materials: Reports, Journals and General References
Books
Adams, M, Essential Management Law (2nd ed, 2001)
Adams, M, Essential Corporate Law (2nd ed, 2005)
Ali, P et al, Corporate Governance and Investment Fiduciaries (2003)
Austin, R et al, Company Directors: Principles of Law and Corporate Governance (2005)
Baxt, R et al, Securities and Financial Services Law (6th ed, 2003)
Baxt, R et al, Afterman and Baxt’s: Cases and Materials on Corporations and Associations, (2003, 9th ed)
Berns, S and Baron, P, Company Law and Governance: An Australian Perspective (1998)
Braithwaite, J, Restorative Justice and Responsive Regulation (2002)
Boros, E, Minority Shareholders’ Remedies (1995)
Bruce, R et al Handbook of Australian Corporate Finance (5th ed, 2000)
Burnett, B, Australian Corporations Law Guide (13th ed, 2003).
Butterworths (eds), Company Secretaries’ Essentials (2002)
Cassidy, J, Corporations Law Text and Essential Cases (2005)

CCH Australia (eds), Australian Corporations & Securities Legislation (2005)
CCH Australia (eds), Collapse Incorporated (2001)
Clarke, T, (ed) Theories of Corporate Governance (2004)
Clough, J, and Mulhern, C, The Prosecution of Corporations (2002)
Coburn, N, Coburn’s Insolvent Trading: Global investment fraud and corporate investigations (2nd ed, 2003)

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Das, S, Swaps and Financial Derivatives (2nd ed, 1994)

Das, S (ed), Global Swap Markets (1991)
Das, S, Exotic Options (1996)
Das, S, Swap Financing (2nd ed, 1994)
Donnelly, R and Harris, J, Butterworths Questions & Answers: Corporations Law (2nd 2003)
Du Plessis, J, McConvill, J, and Bagaric, M, Principles of Contemporary Corporate Governance (2005)
Duncan, W, and Travers, SJ, Due Diligence (1995)
Farrar, J, Corporate Governance: Theories, Principles and Practice (2nd ed, 2004)
Fisher, S et al, Corporations Law Butterworths Tutorial Series (2nd ed, 2000)
Fishel, D, The book of the Board: effective governance for non-profit organisations (2003)
Fletcher, K, The Law of Partnership in Australia and New Zealand (8th ed, 2001)
Ford, H, et al, Ford's Principles of Corporations Law (12th ed, 2005)
Gobert, J, and Punch, M, Rethinking Corporate Crime (2003)

Gooley, J, Corporations and Associations Law (4th ed, 1999)
Graw, S, An Outline of the Law of Partnership (2001)
Hanrahan, P et al, Commercial Applications of Company Law (9th ed, 2008)

Healy, J, Corporate Governance and Wealth Creation in New Zealand (2003)
Hinchy, R and McDermott, P, Company Law (2005)
Hopkins, T, Mergers, Acquisitions and Divestitures (1983)
Horgan, S, Finance Law of Australia (2001)
Horgan, S, Horgan’s Law of Financial Services (2003)
Huntley, P, et al, An Introduction to the Financial Services Act 2001 (3rd ed, 2005)
Keay, A (ed), McPherson: The Law of Company Liquidation (4th ed, 1999)
Li, Grace and Riley, Sophie Applied Corporate Law: A Bilingual Approach LexisNexis:Butterworths Australia
2009
LexisNexis/Butterworths (eds), Australian Corporations Legislation (2005)
Lipton, P and Herzberg, A, Understanding Company Law (12th ed, 2004)
Low, CK (ed), Corporate Governance: An Asia-Pacific Critique (2002)
McConvill, J, An Introduction to CLERP 9 (2004)

McDonald, L et al, Experts’ Reports in Corporate Transactions (2003)
McLaren, J and Williams, J, Law of Investments (2004)

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Morrison, D, Study Guide for Handbook of Australian Corporate Finance (5th ed, 2000)
Nygh and Butt (eds), Butterworths: Concise Australian Legal Dictionary (2nd ed, 2002)
Parkinson, J, Corporate Power and responsibility: Issues in the theory of company law (1993)
Pinto, A, and Evan, M, Corporate Criminal Liability (2003)
Proctor, G and Miles, L, Corporate Governance (2002)
Ramsay, I (ed), Key Developments in Corporate Law & Trust Law – Essays in Honour of Professor Harold Ford
(2002)
Redmond, P, Companies and Securities Law: Commentary & Materials (4th ed, 2005)
Rose, D, Lewis: Australian Bankruptcy Law (11th ed, 1999)
Tomasic, R and Bottomley, C, Corporations Law in Australia (2002)

Tomasic, R et al, Corporations Law: Principles Policy and Process (4th ed, 2003)
Thomson (eds), Corporations Legislation (2005)
Turnstall, I, Corporations Act Compliance Guide (2nd ed, 2003)
Von Nessen, P, A Practical Guide to Managed Investments (1998)
Walker, G et al (eds), Securities Regulation in Australia and New Zealand (2nd ed, 1998)
Weerasooria, W S, Banking Law and the Financial System in Australia (5th ed, 2000)
Woodward, S et al, Corporations Law: In Principle (6th ed, 2003)
Wiffen, G, Corporations Law (5th ed, 2000)
Journals & Serials (loose-leaf)

Australian Corporation Law: Principles and Practice, Butterworths
Australian Current Law Reporter, LexisNexis:Butterworths
Australian Journal of Corporate Law, LexisNexis:Butterworths
Australian Securities & Investments Commission: Annual Reports, Media Releases, Policy Statements etc
Butterworths Corporation Law Bulletin, LexisNexis:Butterworths
Companies & Securities Law Journal, Thomson:Lawbook Co
Corporations Law Simplification Task Force, Proposals and Plans of Action
Commonwealth Treasury Department, Corporate Law Economic Reform Program; Proposals
Keeping Good Companies, Chartered Secretaries Australia
Company Director, Australian Institute of Company Directors

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Charter, Institute of Chartered Accountants in Australia

Corporation Practice, LexisNexis:Butterworths
Risk Management, THC Press
Australian CPA, CPA Australia
The Journal of Corporate Law Studies, Hart Publishing
Australian Business Law Review, Thomson:Lawbook Co
For an alternative legal citation system, please see the UTS Faculty of Law Guide to
Written Communication. The Guide is available from the Law web site at
http://www.law.uts.edu.au/students/assessment/submitting.htmlGuide to Essay Writing
and Anita Stuhmcke, Legal Referencing (2nd ed, 2001).
3.9Useful Websites
http://www.comlaw.gov.au (Commonwealth legislation)
http://www.austlii.edu.au (Australasian Legal Information Institute)
http://www.asic.gov.au (Australian Securities & Investments Commission)
http://www.treasury.gov.au (Federal Treasury Department)
http://www.CSAust.com (Chartered Secretaries Australia)
http://www.lawlink.nsw.gov.au (NSW Attorney-General Law pages)
http://cclsr.law.unimelb.edu.au (Centre for corporate law research)
http://www.acla.com.au (Australian Corporate Lawyers Association)
http://lexsun.law.uts.edu.au/~corp/ (Prof Adams' corporate research pages)
http://www.lexisnexis.com.au/aus/academic/text_updater/default.asp
3.10 Lecture Recording

Audio or visual recording of classes for this subject is strictly prohibited unless written approval is
sought and given in advance by the Subject Coordinator. Approval for audio or visual recording will
usually be limited to medical or hardship reasons, and if approved, must be arranged by the student.
Students may only use the audio or visual recording for private study purposes and (to avoid any legal
action) permission must be obtained from the Subject Coordinator for any other usage. Given the

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inter-active nature of classes, any student who does not wish to be audio-taped must advise the
Subject Coordinator in advance otherwise permission from students is assumed.
3.10.1 Audio-tapes from AVS

Arrangements may be in place for lectures to be recorded, and tapes made available for purchase
from the UTS Audio Visual Services in CM05D.01.01 (at the entrance past the “Art of Food” café) on
the Haymarket Campus, Quay Street. Check with your Subject Coordinator if and which arrangement
is in place for this subject.
Please also note that no responsibility is taken for the quality or reliability of this taping service and
that no Special Consideration applications will be considered in relation to problems experienced by
students using this taping service. Students may only use these audio-tapes for private student
purposes (and to avoid legal action) permission must be obtained from the Subject Coordinator for
any other usage.
3.10.2 Recorded Lectures on UTSOnline

Arrangements may be in place for lecture recordings to be made available for download from
UTSOnline. Check with your Subject Coordinator if and which arrangement is in place for your
subject.
Please also note that no responsibility is taken for the quality or reliability of this taping service and
that no Special Consideration applications will be considered in relation to problems experienced by
students using this taping service. Students may only use these audio-tapes for private student
purposes (and to avoid legal action) permission must be obtained from the Subject Coordinator for
any other usage.

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4.TEACHING AND LEARNING

4.1 Graduate Attributes
The UTS, Faculty of Law has identified a number of professional attributes that graduates from the
Faculty will possess upon graduation.
● INTELLECTUAL
1. Critical Thinking
An appropriate level of independent thinking, creativity and critical analysis.
2. Analysis and Evaluation

An ability to strategically analyse issues of law, evaluate options and viewpoints to reach and
implement decisions.
3. Spoken and Written Communication

Advanced oral and written communication skills.
4. Legal Research and Technological Literacy

Appropriate research techniques to acquire, distil and utilise legal information.
● PROFESSIONAL
5. Disciplinary Knowledge
A coherent and extensive knowledge of substantive and procedural law.
6. Lifelong Learning
A capacity to continually update the knowledge skills and awareness appropriate to the practice
of law.
7. Ethics
A capacity to value and promote honestly, accountability and ethical standards.
● PERSONAL
8. Self and Cooperative Work Management
Self and priority management skills including cooperative work.
9. Cultural Awareness and a Global Outlook

An appreciation and valuing of cultural and intellectual diversity and an ability to function in a
global environment.
10. Social Justice

An acknowledgement and acceptance of individual responsibilities and obligations and of the
assertion of the rights of the individual and the company.

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4.2 Learning Objectives

This subject will assist students to develop graduate attributes by pursuing the following learning
objectives. Students will undertake class activities to practise their development of these attributes, and
will complete a range of assessment tasks designed to assess their attainment of the identified
attributes.
Targeting
No. OBJECTIVE
Graduate Attributes #
Critical Thinking,
Disciplinary
An understanding of the nature of a corporate entity, how it comes into Knowledge, Cultural
1.
existence, operates and is terminated within a legal framework Awareness and a
Global Outlook and
Social Justice
Knowledge of the major statutory and case law which affects Lifelong Learning,
2.
Corporations, their members, officers and outsiders Ethics
Analysis and
Skills in reading and interpreting case and statute law and analysing the Evaluation, Legal
3.
effect and operations of these laws on corporations and their stakeholders Research and
Technological Literacy
Spoken and Written

Ability to analyse problem situations, using the understanding and Communication, Self
4. knowledge gained in the course to identify, advise and report on the and Co-operative
corporate legal issues. Work Management
4.3 Subject Prize

An annual awards ceremony is held at the Faculty of Law each year in recognition of the achievements
of our students. You can check to see if a prize is awarded for this subject by visiting the online
Handbook at www.law.uts.edu.au/students/prizes/prizes.html.

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4.4 Teaching and Learning Strategies

Lectures to explain the content and outline the major theoretical concepts and
Strategy 1
develop knowledge
Discussion and analysis of Precedent cases to refine and develop legal knowledge
Strategy 2
and to enhance understanding
Use of Workshop Questions to develop interpretation, analysis and problem solving

Strategy 3
skills using legal knowledge
Research Questions to develop teamwork and skills in interpreting, analysing and

Strategy 4
synthesising information and content
4.5 Subject Delivery
The timetabled activities for this subject can be found on the UTS timetable online at http://timetable.uts.edu.au.
Students enrolled in this subject can view their personalised timetabled in My Subject Activities online at
https://mysubjects.uts.edu.au
4.6 Lecture Format and Tutorial Format and Expectation of Student Participation
The Seminars are of 3 hours and involve part lectures and part student centred activities.

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5.ASSESSMENT AND EXAMS

Students are responsible for familiarising themselves with, and acting, upon all requirements relating to
assessments and examination. Students also have a responsibility to make themselves available for
exams during the official examination period and/or designated examination sessions
5.1 Assessment
Assessment Criteria Value % Due Date
In class
Research Covers research , knowledge and skills objectives outlined 2nd lesson
40%
Assignment in the Course Objectives 2 to 4 in week of
4.1.10
Covers content and knowledge from the whole course. It

In Class
involves an in class exam where the law has to be applied
2nd lesson
Final Exam by students to problem situations. It involves knowledge, 60%
in week of
skills, research and problem solving objectives. Ie Course
18.1.10
Objectives 1 - 4
5.2 Assessment Link to Learning Objectives and Graduate Attributes
Assessment Link to Objectives Link to Graduate Attributes
Cultural Awareness and a

Global Outlook and Social
Justice, Analysis and
Research Covers research , knowledge and skills objectives Evaluation, Legal Research
Assignment outlined in the Course Objectives 2 and 3 and Technological Literacy,
Spoken and Written
Communication, Self and Co-
operative Work Management
Disciplinary Knowledge,
Analysis and Evaluation,
Covers knowledge, skills, research and problem
Final Exam Spoken and Written
solving objectives. Ie Course Objectives 1 - 4
Communication, Self and Co-
operative Work Management

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5.3 Assessment Details and Essential Requirements of Assessment
Students are expected to attain a satisfactory performance in all assessment components. Students must
complete all parts of the assessment. Please note the specific requirements for submission and undertaking
each assessment.
5.4 Mid-semester Exam (Faculty-based)

This is an In class exam done in your Tutorial class in the week starting 31st of August. It covers all the work in
the first 5 topics.
5.5 Assignment - 40% - due in your second tutorial class

in the week 4th January 2010
This must be handed to your tutor in class in the week commencing. Note - This is the main question but some
tutors/lecturers may require their class to do a different assignment.
Question - Discuss, analyse and evaluate the changes to the law of Directors Duties, Shareholder
Rights and Insolvency by recent cases in Australia, including (but not limited to);
- Sons of Gwalia v Margaretic [2007] HCA 1

- The Bell Group Ltd (In Liq) v Westpac Banking Corporation No 9 [2008] WASC 239
- ASIC v McDonald (No.11) (James Hardie case) [2009] NSWC 287
- Asic v Vines [2006] NSWSC 738
- ASIC v Plymin case No.1 [2003] VSC 123, No.2 [2003] VSC 230
Students will achieve marks for their analysis, evaluation and synthesis of arguments about the
changes made by these cases. Merely repeating the facts and judgement will only achieve very low
marks.
-
The assignment should be typed and can be up to 10 pages of A4 paper(excluding footnotes, bibliography and
the cover sheet) using 1.5 spacing and be clearly laid out. You should attach one of the Law School
assignment covers (available outside the Law School enquiry counter. The last page should be a full
bibliography, reflecting all sources that were used during the research of the topic. Footnotes or end-notes
should be used for the full citation of cases, books, journals or other sources.
5.6 Final Exam

The Final “Open Book” examination is done “In Class” in your last timetabled class for the semester (ie the week
commencing 18th January 2010). (note that it does not meet the criteria for the granting of Supplementary
examinations). The exam will go for 2 hours and 30 minutes – this includes reading time. A sample/practice
exam is posted on UTS Online. Students may bring any useful written materials along to the exam.

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 Remember to CHECK important dates in relation to ‘Centrally-conducted’ Exam matters on

the UTS website at www.sau.uts.edu.au/assessment/exams/dates.html which includes the
following:
 Deadline for assessment arrangements (Special Conditions application)

 Final centrally-conducted exams timetable release date
 Deadline for ‘Advice of Scheduling Difficulties’ applications
 Centrally-conducted exams commencement and finishing dates
 Special Exams commencement and finishing dates
 Results release date
 Supplementary Exams period
6. GUIDE TO ASSESSMENTS
6.1 Assignments
6.1.1 Presentation
Assignments must be typed in a legible font at least 11 point in size, with numbered pages, and
printed double-sided on A4 paper (with at least a 2cm margin).
The UTS:Law Assignment Cover Sheet must be completed and stapled on the top left-hand corner.
Cover sheets are available at the Law Reception foyer, or on the Law webpage at
www.law.uts.edu.au/students/assessment/submitting.html.
Please do not place your work in a plastic sleeve or binder unless specifically requested to do so by
the Subject Coordinator or Lecturer.
6.1.2 Referencing
Should be in accordance with the Australian Guide to Legal Citation (2nd Edition, 2002). The guide
can be viewed online at http://mulr.law.unimelb.edu.au/files/aglcdl.pdf or purchased from
http://mulr.law.unimelb.edu.au/index.cfm?objectid=EC680959-CA26-5FED-64377B996D86A395
6.1.3 Extensions
Requests for short-term extensions (no more than 1 week) without academic penalty, must be made
formally using the Request for Extension form. Extensions may be granted for no more than 1 week
Forms are available at the Law Reception foyer (CM05B.03.03) or on the Law webpage at
www.law.uts.edu.au/students/current.html under ‘Links to Important Information & Useful Resources’.
Application forms must be submitted before the due date of the assessment item, directly with the
Law Reception (CM05B.03.32) or by fax to (02) 9514 3400. Do NOT lodge your application form with
the Student Centre. Late or mislodged applications may not be considered
Students whose studies are affected by serious illness or hardship, and require long-term extensions
should submit an Application for Special Consideration.

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In cases where extension has not been granted, please note the penalty for late work set out below in
section 6.1.4 that will apply in this subject.
6.1.4 Late Work

Any assessment task submitted after 6pm during Faculty teaching weeks, or 5pm during Faculty non-
teaching weeks, on the due date of submission will either be rejected without assessment (where the
subject outline states that this will be the consequence of an assessment task being submitted after the
due time on the due date) or penalised by way of loss of marks unless an extension has been sought
and approved by the Subject Coordinator (after due consideration of any submission made by the
Academic Liaison Officer on behalf of Special Needs students) through a Request for Extension or
Application for Special Consideration.
In the absence of compelling circumstances, no application for a Request for Extension will be accepted
after the due date.
Insofar as there is to be a penalty by way of loss of marks, five (5) per cent of marks for the assessment
task will be deducted per day for assessment tasks submitted after the due date. Submission will not be
accepted after assessment tasks have been returned to other students.
6.1.5 Submission
Must be in hard copy to the Faculty of Law Reception by 6.00pm on the due date during Faculty
teaching weeks, or 5pm on the due date during Faculty non-teaching weeks unless otherwise
advised. Assignments will not be accepted by email or via UTSOnline unless otherwise advised by the
Subject Coordinator or Lecturer. Students must retain a copy of their assignment(s).
6.1.6 Return of Papers

Assignments for on-campus students will be available for collection from the Law Reception counter
(CM05B.03.32) unless otherwise arranged by the Subject Coordinator or Lecturer.
6.1.7 Feedback
Please make an appointment with the Subject Coordinator or Lecturer if you want additional feedback
on your assignment. You must bring a copy of your assignment to the appointment.
6.2 Faculty-based Exams

Faculty-based exams (also known as ‘informal’ exams) are scheduled by the individual Subject
Coordinator, and conducted at the Faculty level; generally in the mid-semester period or at the end of
each semester.
The timetable for Faculty-based exams is not formally published. This is normally specified on the
Subject Outline for each subject, or released in class by the individual Subject Coordinator or Lecturer.
6.2.1 Scheduling Difficulties with a Faculty-based Exam

Students who, through illness or other circumstances beyond their control are NOT able to attend a
Faculty-based (informal) exam are advised to lodge an application form to ‘Request for an Exam
AFTER the Examination Period’. You are also advised to ensure the ‘Professional Authority’ section of
the form is completed by the relevant and authorised professional.

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Submit your completed application form at least five (5) working days prior to your scheduled exam,
directly with the Student Centre Haymarket. Do NOT lodge your application form with the Faculty of
Law or your Subject Coordinator. Late or mislodged applications may not be considered.
6.2.2 Missed a Faculty-based Exam?

Students who, through illness or other circumstances beyond their control have missed a Faculty-
based exam are advised to complete an application form to ‘Request for an Exam AFTER the
Examination Period’. You are also advised to ensure the ‘Professional Authority’ section of the form is
completed by the relevant and authorised professional.
Submit your completed application form no later than two (2) working days after the missed Faculty-
based exam, directly with the Student Centre Haymarket. Do NOT lodge your application form with
the Faculty of Law or your Subject Coordinator. Late or mislodged applications may not be considered.
6.3 Centrally-conducted Exams

Centrally-conducted exams (also known as ‘formal’ exams) are scheduled and conducted by the
University, in the 3 weeks exam period designated at the end of each semester.
The timetable for centrally-conducted (formal) exams is published on the UTS website at
www.sau.uts.edu.au/assessment/exams/timetable/index.html in accordance to a schedule of dates.
6.3.1 Scheduling Difficulties (Rescheduled Exams)

Students who, through illness or other circumstances beyond their control are NOT able to attend a
centrally-conducted (formal) exam must lodge an application form for ‘Advice of Scheduling Difficulties
for Centrally-conducted Examinations’ to request for a ‘Rescheduled’ exam.
Forms are available from the UTS website at www.sau.uts.edu.au/forms/#assessment and completed
applications must be lodged no later than two (2) working days after the Exam Timetable is officially
released, directly with the Student Centre Haymarket.
6.3.2 Missed a Centrally-conducted (Formal) Exam?

Students who, through illness or other circumstances beyond their control have missed a Centrally-
conducted (formal) exam must lodge an online application for ‘Special Exams’, to request for an
‘Alternative’ exam; within 2 days of your missed exam. The online application system is available
from the UTS website at www.sau.uts.edu.au/exams_ass/missed_exam.html.
6.4 Exams AFTER the Examination Period

Students who, through illness or other circumstances beyond their control, have missed a
‘Rescheduled’ and/or ‘Alternative’ exam are advised to lodge an application form to ‘Request for an
Exam AFTER the Examination Period’. You are also advised to ensure the ‘Professional Authority’
section of the form is completed by the relevant and authorised professional.
Forms are available at the Law Reception foyer (CM05B.03.03) or on the Law webpage at
www.law.uts.edu.au/students/assessment/index.html under ‘Examinations’.
Submit your completed application form no later than two (2) working days after the missed
exam(s), directly with the Law Reception (CM05B.03.32) or by fax to (02) 9514 3400. Do NOT lodge
your application form with the Student Centre or your Subject Coordinator. Late or mislodged
applications may not be considered.

SUBJECT OUTLINE
UTS:LAW
6.5 Past Papers and Return of Exam Papers

Past exam papers may be available from the UTS Library website in electronic format; see
www.lib.uts.edu.au/finding. Please note that not all subject exam papers are made publicly available
and not all past exam papers are available.
Exam papers will NOT be returned. However if you want feedback on your exam you may make an
appointment with the Subject Co-ordinator or Lecturer, who will go over your paper with you. Papers
will be held for a maximum of six (6) months from the date of the exam.
6.6 Academic Liaison Officer (ALO)

The Academic Liaison Officer (ALO) is the contact for students with Special Needs, Indigenous
students, and inputs Educational Access Scheme students; or those who experience difficulties with
their studies because of primary carer’s commitments, have an illness or experienced misadventure
that has affected the student for the duration of a semester.
Accordingly, you would see the ALO for applications for ‘assessment adjustment arrangements’ if you
are in the following categories:
• Students with disabilities and ongoing illnesses. These students need to consult with the Special
Needs Service of the Student Services Unit to discuss suitable learning and assessment
arrangements PRIOR to seeing the ALO (see note 6.7 below).
• those who experience difficulties with their studies because of family commitments such as primary
carers of small children or family members with a disability or ongoing illness, including students
with maternity needs and students who have an illness or experience misadventure for the
duration of a semester
• Indigenous students
• InpUTS Educational Access Scheme students
• For further information see www.ssu.uts.edu.au/sneeds/services/assessment/alo.html.
Please Note: Requests to the ALO must be made at the start of each semester, as follows:
▪ for Autumn and Spring semesters - NO later than week 9

▪ for Summer session - NO later than week 2.
Further information related to ‘Learning and Assessment Adjustment Arrangements’ is available on

the relevant application forms at www.sau.uts.edu.au/forms/index.html#assessment (see also note 6.7
below).
Please note the ALO does NOT undertake the following:

• process applications due to temporary illness/misadventure, or pass on general requests for
extensions. Students in these circumstances must lodge an application for ‘Special Consideration’
directly with the Student Centre Haymarket, by the specified closing date(s).

SUBJECT OUTLINE
UTS:LAW
• assess or process applications for ‘Special Conditions’ in tests or examinations for students of
Non-English Speaking Backgrounds (NESB). NESB students should contact the ELSSA Centre for
further information, and/or to request extra time/ dictionaries in examinations.
The ALO can be contacted by phone on (02) 9514 3495 or via email ALO@law.uts.edu.au. Email
communication is the preferred contact method.
6.7 Special Needs

Special Needs students, ie. students with disabilities and ongoing illnesses apply through the Special
Needs Service. The relevant application form(s) must be lodged by the end of week 2 of semester.
Primary carers, Indigenous students, and students with maternity needs, illness or misadventure
lasting for only one (1) semester, apply directly to the ALO. Arrangements are mediated by the ALO
on terms acceptable to the staff and students concerned. The same form as the Special Needs form is
used, but lodged directly with the ALO (not the Special Needs Service of the Student Services Unit).
Please refer to the information specified throughout the form(s) for instructions, timeline/due date and
lodgement point PRIOR to contacting the ALO. Application forms are available from the UTS website
at www.sau.uts.edu.au/forms/index.html#assessment.
6.8 Special Conditions

Students from Non-English Speaking Background (NESB) may be eligible to apply for Special Exam
Conditions. The university makes provisions for students who have been studying English for a
limited time to use a paper dictionary, and to have extra time in exams.
The application form for ‘Special Conditions in Exams’ is available from the UTS website at
www.sau.uts.edu.au/forms/#assessment; and must be lodged directly with the ELSSA Centre at least
30 days PRIOR to Faculty-based exams and/or at least 30 days before the Formal exam period
starts (for Centrally-conducted examinations).
6.9 Special Consideration

If your work during a teaching period or performance in an assessment item, including examinations
has been affected by illness or other causes; you may be eligible to request for ‘Special
Consideration’.
The application form to request for special consideration is available from the UTS website at
http://www.sau.uts.edu.au/forms/pdfs/SPCON_0608.pdf; and must be lodged directly with the Student
Centre Haymarket before the due date of the assessment item and/or no later than ONE (1)
working day after an examination.
Requests will only be considered in accords to university rule 8.3 Special Consideration of disruption
to assessment (see www.gsu.uts.edu.au/rules/8-3.html), and as per the criteria specified on the front
page of the application form.
6.10 Grades and Review of Grades

Grades are criterion-referenced; ie. your work is assessed against the assessment criteria, and not
against the work of other students in the subject.

SUBJECT OUTLINE
UTS:LAW
University policy concerning the standard of work required to earn each grade is further specified in
the UTS Coursework Assessment Policy and Procedures Manual, available on the UTS website at
www.gsu.uts.edu.au/policies/coursewkassess.html.
6.10.1 Review of Assessment Result on MERIT

If you believe that a mistake has been made in the calculation of the marks/grade or result for your
assessment, please contact your Lecturer to discuss the reasons for your result. If you are not
satisfied with the outcome of your discussion, you may then wish to escalate the matter by contacting
the Subject Coordinator to further discuss options that may be available to you.
6.10.2 Review of Final Subject Assessment Result on PROCEDURAL ERROR

Students may apply for review of a final subject assessment result by the relevant Faculty Student
Assessment Review Committee. The only grounds on which a student may request a review are that
there were procedural irregularities in the determination of the final assessment result for a subject
(see Rule 8.6 - Assessment of Coursework Subjects www.gsu.uts.edu.au/rules/8-6.html).
Requests for a review must be made in writing by the specified closing date(s), and in accordance to
the processes outlined on the ‘Application for a Review of a Final Subject Assessment Result Cover
Page’; available from the UTS website at www.sau.uts.edu.au/forms/pdfs/result_review_0309.pdf.
6.11 Online Plagiarism Prevention

You should also note that academics have access to resources that can check for evidence of
plagiarism from internet sites.
6.12 English Language Study Assistance Centre (ELSSA)

If you need assistance with written or oral expression in English, contact the ELSSA Centre on (02)
9514 2327 or refer to their website at www.elssa.uts.edu.au for more information on the services they
provide. The ELSSA Centre is located in the Tower Building, on Level 18.
7.RESOURCES
7.1 UTS Library
The UTS Library has a wide range of services and resources that you will find useful, including law
reports, law journals, textbooks, and access to online resources www.lib.uts.edu.au.
Relevant materials in this subject may also be available on Closed Reserve, which is a special
borrowing service that allows you to use the material for two hours or overnight, to ensure the
materials are available to many students. Materials on ‘closed reserve’ are listed in the library
catalogue by subject details and Subject Co-ordinator. Contact the Law Librarian on (02) 9514 3341
for further information or assistance.
7.2 Learning Skills

SUBJECT OUTLINE
UTS:LAW
The BELL (Becoming an Effective Lifelong Learner) website provides information, self-testing and
links to help you develop your learning skills. Visit the BELL web site www.bell.uts.edu.au.
7.3 UTSOnline
This subject may have a UTSOnline site (http://online.uts.edu.au/) that include announcements made
in lectures, copies of lecture overheads/slides, and clarification of administrative and assignment
matters.
It is the responsibility of students to ensure they are registered on UTSOnline for this subject, and
regularly check UTSOnline for announcements. If you have difficulties accessing UTSOnline, contact
the ITD Helpdesk by phone on (02) 9514 2222 or e-mail help.desk@uts.edu.au.
7.4 UTS Student Centre

Staff at the Student Centre Haymarket provide general student administration related information
and advice to students, as well as specific administration services for Law students.
Students with enquiries on course or student administration related matters should lodge a Service
Desk enquiry via https://servicedesk.uts.edu.au/CAisd/pdmweb.exe or contact the Student Centre
Haymarket directly by phone on (02) 9514 3444.
The Student Centre Haymarket is located in Building 5, on 2 levels (Level 1 & Level 5). Opening
hours may vary and best to check the information online at www.uts.edu.au/students/centres.html prior
to visiting the Centre.
7.5 Law Reception

Staff at Law Reception cannot assist with course or student administration related enquiries, but will
happily assist with:
 submission and collection of Law assignments

 collection of course materials for the current semester
 submission of applications for Request for Extension
Location and opening hours for Law Reception is available from the Faculty of Law website at
www.law.uts.edu.au/contactus/index.html.
8.UTS RULES, DATES AND WEB REFERENCES

8.1 Student Related Rules
Students are strongly advised to read the Rules of the University, available from the UTS website at
www.gsu.uts.edu.au/rules/index.html, and to understand the requirements of their course by referring
to the online Handbook at www.handbook.uts.edu.au/.
Staff at the Student Centre Haymarket is available to answer any further enquiries you may have;
and can be contacted online via Service Desk at https://servicedesk.uts.edu.au/CAisd/pdmweb.exe or
by phone on (02) 9514 3444.
8.2 Attendance and/or Participation Requirements


SUBJECT OUTLINE
UTS:LAW
Rule 3.8.2 states that if a student does not satisfy the prescribed attendance and/or participation
requirements for a subject, the Responsible Academic Officer may:
(1) refuse permission for the student to be considered for assessment;

(2) refuse permission for the student to attempt an assessment task;
(3) refuse permission for the student to undertake an examination in that subject;
(4) record a final result of 'Fail' for the student's enrolment in that subject.
If a student is prevented from meeting prescribed attendance or participation requirements as a result

of illness or other circumstances beyond the student's reasonable control, the student may apply for
consideration of alternative arrangements.
Applications must be made through the university’s prescribed processes, and students are advised to
consult with staff at the Student Centre Haymarket to ascertain the appropriate method of
application.
8.3 Assessment Requirements

Details of assessment requirements is provided in this Subject Outline, and students have a
responsibility to ensure they are fully informed of all aspects of the subject assessment requirements
and of the assessment processes.
Students are responsible for familiarising themselves with, and acting, upon all requirements relating
to assessments and examination. Students also have a responsibility to make themselves available for
exams during the official examination period and/or designated examination sessions
8.4 Subject Withdrawal

Students wishing to withdraw from a subject without academic and/or financial penalty are able to self-
withdraw online via ‘My Student Admin’ at www.sau.uts.edu.au/managing/msa.html and MUST do so
by the Census Date for the current semester. Census dates are published on the UTS website at
www.sau.uts.edu.au/dates/census/index.htm.
If students were not able to withdraw prior to the Census date, but still believe they have a genuine
case where their ability to continue studying was affected by circumstances beyond their control; may
still apply for subject withdrawal with no academic penalty ONLY. Students are required to submit their
request together with a personal statement outlining their situation via the e-Request system at
www.sau.uts.edu.au/enrolment/e-request/.
Students who withdraw from a subject after the census date of the teaching period will have that
subject recorded as ‘withdrawn fail’ and may still be financially liable for the associated tuition fees.
For further information on subject withdrawals and fees refunds, see ‘Variation of Subject Enrolment’
on the UTS website at www.sau.uts.edu.au/enrolment/subject/variation.html and ‘Subject Withdrawal
after the Census Date’ at www.sau.uts.edu.au/enrolment/changes.html.
Contact the Student Centre Haymarket directly for further assistance on this matter, online via Service
Desk at https://servicedesk.uts.edu.au/CAisd/pdmweb.exe or by phone on (02) 9514 3444.
8.5 Key Dates

Teaching Period www.sau.uts.edu.au/dates/teaching/index.html
Academic Year Dates www.handbook.uts.edu.au/dates_academic.html

SUBJECT OUTLINE
UTS:LAW
Dates: CENSUS www.sau.uts.edu.au/dates/census/index.html

Dates: EXAMS www.sau.uts.edu.au/assessment/exams/dates.html
Principal Dates www.handbook.uts.edu.au/dates.html
Timetable: CLASS http://timetable.uts.edu.au/
Timetable: EXAMS www.sau.uts.edu.au/assessment/exams/timetable/index.html
8.6 Student Related Rules

Student Rules www.gsu.uts.edu.au/rules/student-index.html
Review of Assessment Results www.gsu.uts.edu.au/rules/8-6.html
Special Consideration www.gsu.uts.edu.au/rules/8-3.html
Variation of Enrolment www.gsu.uts.edu.au/rules/7-5.html
8.6 Student Self-administration

E-Request http://datasearch.uts.edu.au/evop
Forms: Student Admin www.sau.uts.edu.au/forms/index.html
My Student Admin www.onestopadmin.uts.edu.au/
My Subject Activities https://mysubjects.uts.edu.au/
UTSOnline https://online.uts.edu.au/webapps/login/
8.7 References
Law Handbook www.handbook.uts.edu.au/law/index.html
Law Webpage www.law.uts.edu.au/
Student Admin Unit www.sau.uts.edu.au
Student Centres www.uts.edu.au/students/centres.html
UTS Policies www.gsu.uts.edu.au/policies/index.html
8.8 Contacts
Academic Liaison Officers www.ssu.uts.edu.au/sneeds/services/assessment/alo.html
ELSSA www.elssa.uts.edu.au/about/
Law Reception www.law.uts.edu.au/contactus/index.html
Staff Directory http://email.itd.uts.edu.au/webapps/directory/byname/
Student Centres www.uts.edu.au/students/centres.html
Student Services www.ssu.uts.edu.au/

SUBJECT OUTLINE
UTS:LAW

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Faculty of Law

77947 Companies and Securities

2. Teaching Staff Page 4

3. Subject Content Page 5

4. Teaching and Learning Page 15

5. Assessment and Exams Page 18

6. Guide to Assessments Page 20

8. Rules, Key Dates and Web References Page 26

[Year] [Semester] [Subject No] [Subject Name] Page 2 of 29

UTS CRICOS Provider No: 00099F

1.1 Full Subject Title Companies and Securities Law

1.2 Subject Number 77947

1.4 Semester/Year Summer 2010

1.5 Faculty Law

1.6 Credit Points Six

1.7 Level Postgraduate

1.8 Requisite(s) Undergraduate Degree including a Introductory Law subject

UTS CRICOS Provider No: 00099F

[Name] Noel Ross

UTS Faculty of Law

Tel 0408 444 960 (please leave sms message)

[Name] Phillip Spence

UTS Faculty of Law

[Name] Sophie Riley

UTS Faculty of Law

[Year] [Semester] [Subject No] [Subject Name] Page 4 of 29

UTS CRICOS Provider No: 00099F

Australian Securities & Investments Commission.

2 Registration & Consequences -The constitutional issues, process of registration

3 Corporate Constitution - Review of the corporate constitution, including a discussion of the

8 Corporate Finance and Fundraising - Review of the various capital structures of

9 Dividends, Financial Reporting and Auditors - Rules about payment of Dividends,

10 External Administration - The process of external administration via receivers, voluntary

3.2 Seminar Timetable

[Year] [Semester] [Subject No] [Subject Name] Page 5 of 29

UTS CRICOS Provider No: 00099F

1. 30.11.09 Company Law in Context

2. 30.11.09 Registration and Consequences

3. 7.12.09 Corporate Constitution

4. 7.12.09 The Corporation and Outsiders

5. 14.12.09 Organ Theory and Officers

6. 14.12.09 Directors and Officers Duties

7. 4.1 10 Shareholder Protection

8. 4.1.10 Corporate Finance and Fundraising – Assignment due

9. 11.1.10 Dividends Financial Reporting and Auditors

10. 11.1.10 External Administration

11. 18.1.10 Revision

12. 18.1.10 Exam in Class

3.4 Seminar Reading List

Seminar Topic Company Law in Context

Prescribed Reading Lipton & Herzberg Ch 1

Recommended Reading Hanrahan Ch 1-2

Seminar Topic Registration and Consequences

Prescribed Reading Lipton & Herzberg Ch 2-3

[Year] [Semester] [Subject No] [Subject Name] Page 6 of 29

UTS CRICOS Provider No: 00099F

Recommended Reading Hanrahan Ch 3

Seminar Topic Corporate Constitution

Prescribed Reading Lipton & Herzberg Ch 4

Recommended Reading Hanrahan Ch 4

Seminar Topic The Corporation and Outsiders

Prescribed Reading Lipton & Herzberg Ch 5-6