LAWCOMM 402 : Company Law

Law

2020 Semester One (1203) (20 POINTS)

Course Prescription

The law relating to companies incorporated under the Companies Act 1993 including: the nature of corporate personality, pre-incorporation contracts, the rights and liabilities of promoters, an introduction to the raising of debt and equity capital and the regulation of the securities market, the rights of shareholders, and the duties of directors.

Course Overview

Company law is concerned with the law relating to and regulating the formation of companies under the Companies Act 1993 (CA93), relationships internal to companies (such as between shareholders or between shareholders and directors) and the relationship between companies and the outside world (including contracting third parties and creditors). This course covers:

• The formation of companies and the role of companies in society
• The principle of a company’s separate legal personality
• The rule that shareholders enjoy limited liability for a company’s debts and that the company is a separate legal entity from its shareholders
• How companies make decisions and how companies incur liability
• The organisation of decision-making within companies between boards and shareholders in the meeting
• The making of contracts by companies
• The use of corporate constitutions and shareholder agreements
• The issuing of, and rights attaching to, shares
• The rules regulating dividends and other company distributions
• The statutory and common law duties of directors
• Directors’ liability insurance
• Shareholders’ rights and remedies

Course Requirements

Prerequisite: LAW 201, 211, 231, 241 Restriction: LAW 417

Capabilities Developed in this Course

Capability 1: Disciplinary Knowledge and Practice
Capability 2: Critical Thinking
Capability 3: Solution Seeking
Capability 4: Communication and Engagement
Capability 5: Independence and Integrity
Graduate Profile: Bachelor of Laws

Learning Outcomes

By the end of this course, students will be able to:
  1. Identify and articulate the key principles surrounding corporate structure and the relationship between companies, shareholders and directors. (Capability 1.1, 1.2, 2.2 and 4.1)
  2. Identify the key legal principles that determine how corporate decision making works and how company shareholders and directors effectively make decisions for or in relation to companies, and apply those principles in order to reach reasoned solutions which will ensure the validity of such decision making. (Capability 1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2 and 4.1)
  3. Identify the key legal principles that determine what is required for companies to effectively enter into contracts, and apply those principles in order to reach reasoned solutions which will ensure the validity of corporate transactions. (Capability 1.1, 1.2, 1.3, 2.1, 2.2, 2.3, 3.1, 3.2, 3.3 and 4.1)
  4. Articulate and apply key legal principles and concepts relating to directors’ duties and liabilities, and shareholder remedies. (Capability 1.1, 1.2, 1.3, 2.1, 2.2, 2.3, 3.1, 3.2, 3.3 and 4.1)
  5. Demonstrate effective written communication skills by articulating key concepts clearly and persuasively. (Capability 4.1 and 5.1)
  6. Demonstrate effective analytical ability in assessing factual situations involving a number of company law issues by effectively identifying those issues and applying the law to the facts. (Capability 2.1, 2.2, 2.3, 3.1, 3.2, 3.3 and 4.1)

Assessments

Assessment Type Percentage Classification
Multi-choice quiz 0% Individual Coursework
2000 word assignment 30% Individual Coursework
3 hour open-book exam 70% Individual Examination
Assessment Type Learning Outcome Addressed
1 2 3 4 5 6
Multi-choice quiz
2000 word assignment
3 hour open-book exam

Learning Resources

Course book
It is strongly recommended that you purchase a physical copy of the course book, particularly as the exam is open book.

Recommended Text
There is no set text for the course but Watts, Campbell and Hare, Company Law in New Zealand (2nd ed 2016) (Watts) will be referred to throughout the course and is recommended. 
A helpful recent text is Watson and Taylor (eds) Corporate Law in New Zealand (2018) ((Watson).

Workload Expectations

This is a standard 20-point course. There will be around 48 hours of lectures in this course. As a general guide, you should expect a workload of three hours outside of the classroom for each hour spent in class. The guideline for the total workload for this course is 200 hours.

Other Information

Learning and teaching
The course is taught through lectures, starting on Monday 2 March and ending on Wednesday 3 June.
The lectures will be on Monday and Wednesdays between 5 and 7pm. Monday 27 April 2020 (Easter) and Monday 1 June 2020 (Queen’s Birthday) are public holidays. There will be catch-up classes on Tuesday 28 April and Tuesday 2 June respectively between 5 and 7pm.
Please also check Canvas for the lecture theatre for the review classes (classes 10, 13, 23 and 24). These will likely be in a different venue.
Office hours will be dependent on demand and times also posted on Canvas. Office hours are a good opportunity to ask lingering questions about the course content or to clarify areas of misunderstanding.
Teaching staff
John Land (Course Director)
Office: Bankside Chambers, Level 22 Lumley Building, 88 Shortland Street
Law School Office: 803-312B (17 Eden Crescent)
Phone: 379 1513 (Bankside Chambers ddi)

Digital Resources

Course materials are made available in a learning and collaboration tool called Canvas which also includes reading lists and lecture recordings (where available).

Please remember that the recording of any class on a personal device requires the permission of the instructor.

Academic Integrity

The University of Auckland will not tolerate cheating, or assisting others to cheat, and views cheating in coursework as a serious academic offence. The work that a student submits for grading must be the student's own work, reflecting their learning. Where work from other sources is used, it must be properly acknowledged and referenced. This requirement also applies to sources on the internet. A student's assessed work may be reviewed against online source material using computerised detection mechanisms.

Inclusive Learning

All students are asked to discuss any impairment related requirements privately, face to face and/or in written form with the course director, lecturer or tutor.

Student Disability Services also provides support for students with a wide range of impairments, both visible and invisible, to succeed and excel at the University. For more information and contact details, please visit the Student Disability Services’ website at http://disability.auckland.ac.nz

Special Circumstances

If your ability to complete assessed coursework is affected by illness or other personal circumstances outside of your control, contact a Student Academic and Support Adviser as soon as possible before the assessment is due.

If your personal circumstances significantly affect your performance, or preparation, for an exam or eligible written test, refer to the University’s aegrotat or compassionate consideration page: https://www.auckland.ac.nz/en/students/academic-information/exams-and-final-results/during-exams/aegrotat-and-compassionate-consideration.html.

This should be done as soon as possible and no later than seven days after the affected test or exam date.

Student Feedback

At the end of every semester students will be invited to give feedback on the course and teaching through a tool called SET or Qualtrics. The lecturers and course co-ordinators will consider all feedback and respond with summaries and actions.

Your feedback helps teachers to improve the course and its delivery for future students.

Class Representatives in each class can take feedback to the department and faculty staff-student consultative committees.

Student Charter and Responsibilities

The Student Charter assumes and acknowledges that students are active participants in the learning process and that they have responsibilities to the institution and the international community of scholars. The University expects that students will act at all times in a way that demonstrates respect for the rights of other students and staff so that the learning environment is both safe and productive. For further information visit Student Charter (https://www.auckland.ac.nz/en/students/forms-policies-and-guidelines/student-policies-and-guidelines/student-charter.html).

Disclaimer

Elements of this outline may be subject to change. The latest information about the course will be available for enrolled students in Canvas.

In this course you may be asked to submit your coursework assessments digitally. The University reserves the right to conduct scheduled tests and examinations for this course online or through the use of computers or other electronic devices. Where tests or examinations are conducted online remote invigilation arrangements may be used. The final decision on the completion mode for a test or examination, and remote invigilation arrangements where applicable, will be advised to students at least 10 days prior to the scheduled date of the assessment, or in the case of an examination when the examination timetable is published.

Published on 20/12/2019 09:57 a.m.