LAWCOMM 464 : Company Law

Law

2025 Semester One (1253) (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, the organisation of decision-making within companies, the making of contracts by companies, the duties of directors and the rights and remedies of shareholders.

Course Overview


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 relationships between companies and the outside world (including contracting third parties and creditors). This course typically covers:


• the history of the corporate form, and the role of companies in society
• the principle of a company’s separate legal personality
• the rule of limited liability  
• corporate decision 
• corporate organisation
• corporate constitutions 
• how companies make contracts 
• the use of corporate constitutions and shareholder agreements
• the issuing of, and rights attaching to, shares
• the rules regulating dividends and other company distributions
• shareholders’ rights and remedies

The above list is indicative and may vary.

The course does not consider the regulation of the issuing and trading of securities, takeovers, or mergers. These matters are primarily dealt with 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, this subject is merely touched on occasionally in this course.

Course Rationale

Companies are an integral part of modern society and few of us will go through our life without interacting with a company.  Knowledge of company law is therefore of benefit whilst interacting with companies.  This course is designed to provide students with a knowledge of the basic principles of company law. In addition companies play an important role in modern society as one of the foundations of the market economy and as effective vehicles for aggregation of capital.

Course Requirements

Prerequisite: LAW 201, 211, 231, 241 Restriction: LAWCOMM 402, LAW 417

Capabilities Developed in this Course

Capability 1: People and Place
Capability 3: Knowledge and Practice
Capability 4: Critical Thinking
Capability 5: Solution Seeking
Capability 6: Communication
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 1.2 and 3.1)
  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 3.1, 3.2, 4.1, 4.2 and 5.1)
  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 3.1, 3.2, 4.1, 4.2 and 5.1)
  4. Articulate and apply key legal principles and concepts relating to directors’ duties and liabilities, and shareholder remedies. (Capability 3.1, 3.2, 4.1, 4.2 and 5.1)
  5. Demonstrate effective written communication skills by coherently, persuasively expressing ideas for different audiences, and doing so utilising different formats. (Capability 6.1)
  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 4.1, 4.2 and 5.1)
  7. Critically engage with corporate law literature in the context of company law. (Capability 3.1 and 4.2)

Assessments

Assessment Type Percentage Classification
Essay 45% Individual Coursework
Final Exam 50% Individual Examination
Reading Discussion 5% Individual Coursework
Assessment Type Learning Outcome Addressed
1 2 3 4 5 6 7
Essay
Final Exam
Reading Discussion

Workload Expectations

This is a standard 15-point course. There will be around 24  hours of lectures in this course and 4 hours of workshops.  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, though this cannot be guaranteed.    As such we encourage attendance in person in the lectures.  Lectures will also include elements of interactions which will not be picked up by the recording. 

Workshops will not be recorded, and attendance at these in person will be required. 

The course will not include live online events (except where a Zoom lecture is required to replace an in-person lecture in exceptional circumstances).

The activities for the course are scheduled in a varied timetable to take account of mixed mode delivery. The Timetable will be posted on CANVAS.

Learning 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.

There is no required text for the course. However, students may find particularly helpful the recent edition of Corporate Law in New Zealand  (Thompson) by Watson and Taylor.    Directors' Powers and Duties (3rd ed, 2022) by Peter Watts KC may also prove helpful. 

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.

LawComm464 has been noted as quite a content heavy course.  In an effort to respond to this, content has been reduced slightly and replaced with interactive workshops to allow for more discursive and active sessions. 

Academic Integrity

The University of Auckland will not tolerate cheating, or assisting others to cheat, and views cheating in coursework, tests and examinations 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. A student's assessed work may be reviewed against electronic source material using computerised detection mechanisms. Upon reasonable request, students may be required to provide an electronic version of their work for computerised review.

Class Representatives

Class representatives are students tasked with representing student issues to departments, faculties, and the wider university. If you have a complaint about this course, please contact your class rep who will know how to raise it in the right channels. See your departmental noticeboard for contact details for your class reps.

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 31/10/2024 05:10 p.m.