LAWCOMM 464 : Company Law

Law

2021 Semester Two (1215) (15 POINTS)

Course Prescription

A general introduction to 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

Introduction
This outline gives the broad structure of the content of the lectures. It is designed to facilitate students reading ahead of lectures as well as to give references to materials that are referred to in class. Not all of the material referred to in the outline will be covered in lectures.
Course Description
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
The course does not consider the regulation of the issuing and trading of securities, takeovers or mergers. These matters are primarily dealt in other statutory regimes, in particular the Financial Markets Conduct Act 2013, the Takeovers Act 1993 and the Commerce Act 1986. Although corporate insolvency is addressed by the Companies Act 1993, the subject is merely touched on from time to time.
Course Rationale
Few practising lawyers, whether they are family lawyers or specialist corporate lawyers, can avoid having to know something about company law in their everyday work. This course is designed to provide students with a knowledge of the basic principles of company law. In addition, companies as one of the foundations of capitalism and aggregators of wealth, play an important role in modern society. The course will also consider the role of the company more broadly.

Course Requirements

Prerequisite: LAW 201, 211, 231, 241 Restriction: LAWCOMM 402, 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
Essay 40% Individual Coursework
Final Exam 60% Individual Examination
Assessment Type Learning Outcome Addressed
1 2 3 4 5 6
Essay
Final Exam
There will also be an quiz early on in the course for the purpose of providing feedback. This quiz will have no marks attached to it.

Workload Expectations

This is a standard  15 point course. There will be around 36 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 150 hours.

Delivery Mode

Campus Experience

Attendance is expected at the lecture component of the course. Lectures will be available as recordings. However, learning will likely be enhanced by attendance. Moreover, lectures will include learning activities that may not be picked up on recordings.

Attendance will be required for the final exam.

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.

Other Information

Delivery Modes
Teaching of this course is primarily by way of lecturing. There are however 4 classes which are review classes going through a number of practice test or exam questions. Students should contribute to the discussion of those practise questions.  

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 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.

Learning Continuity

In the event of an unexpected disruption we undertake to maintain the continuity and standard of teaching and learning in all your courses throughout the year. If there are unexpected disruptions the University has contingency plans to ensure that access to your course continues and your assessment is fair, and not compromised. Some adjustments may need to be made in emergencies. You will be kept fully informed by your course co-ordinator, and if disruption occurs you should refer to the University Website for information about how to proceed.

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 05/02/2021 03:28 p.m.