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LAW3311 Company Law

Semester 1, 2019 On-campus Toowoomba
Short Description: Company Law
Units : 1
Faculty or Section : Faculty of Business, Education, Law and Arts
School or Department : School of Law and Justice
Student contribution band : Band 3
ASCED code : 090901 - Business and Commercial Law
Grading basis : Graded


Examiner: James Mayanja


Pre-requisite: LAW2212 or LAW3205

Other requisites

Students are required to have access to a personal computer, e-mail capabilities and Internet access to UConnect. Current details of computer requirements can be found at


This is a core course in the Bachelor of Laws and is mandated by the Legal Practitioners’ Admission Board, Queensland, being a prescribed area of legal knowledge for legal practice. The course provides students with opportunities to learn company law and develop their skills in problem solving and statutory interpretation.


Companies are the business form of choice which dominate the commercial landscape. The variety, size and structure of companies varies greatly. The object of this course is to provide students with an overview of the major principles and mechanisms of company law. On completion of this course, students will have sufficient legal information concerning choice of the corporate business form, including formation and characteristics of a company; the corporate constitution; corporate finance, share structure and membership; constitution and powers of corporate organs (board and general meeting); corporate authority; corporate governance including directors' duties; shareholders' remedies; and administration and winding up of the company.


On successful completion of the course, students should be able to:

  1. define, describe, analyse, illustrate and apply key concepts and principles of company law
  2. describe and analyse legislation and policy in the core areas of company law
  3. identify and assess important issues of company law when they arise in hypothetical situations
  4. critically assess the impact of the concepts, principles, legislation and policy in the core areas of company law and the social and economic context in which they operate
  5. apply the concepts, principles, legislation and policy in the core areas of company law to new situations, including those brought about by changes in communication technology
  6. conduct independent research in the core areas of company law
  7. demonstrate satisfactory communication skills.


Description Weighting(%)
1. Choice of the corporate business form, development of Australian company law and current regulation, incorporation process, characteristics of a company, the company as a separate entity, piercing the corporate veil, obligations of promoters, liability for pre-registration contracts 15.00
2. The corporate constitution 10.00
3. Corporate governance, duties of directors and officers 20.00
4. Members’ remedies 10.00
5. Corporate finance 10.00
6. Fundraising 10.00
7. Meetings, reporting 10.00
8. Corporate insolvency. 15.00

Text and materials required to be purchased or accessed

ALL textbooks and materials available to be purchased can be sourced from USQ's Online Bookshop (unless otherwise stated). (

Please contact us for alternative purchase options from USQ Bookshop. (

Austin, RP & Ramsay, IM, Ford's principles of corporations law, LexisNexis Butterworths, Sydney, New South Wales.
(latest edition is required - also available electronically in LexisNexis AU database accessible via USQ Library website.)
Baxt, R, Fletcher, K & Fridman, S, Corporations and associations: cases and materials, LexisNexis Butterworths, Chatswood, New South Wales.
(latest edition is required.)
Australian Corporations Legislation, LexisNexis Butterworths, Sydney OR Australian Corporations and Securities Legislation, CCH Australia, Sydney (latest edition is required).

Reference materials

Reference materials are materials that, if accessed by students, may improve their knowledge and understanding of the material in the course and enrich their learning experience.
CCH IntelliConnect [electronic database]: Company and Securities Law Library (Accessible via USQ Library Databases).
LexisNexis AU [electronic database]: Australian Corporation Law Legislation, Australian Corporation and Securities Reports, Australian Journal of Corporate Law, Butterworths Corporation Law Bulletin, Ford’s Principles of Corporations Law and Financial Services (Accessible via USQ Library Databases).
Lipton, P, Herzberg, A & Welsh, M, 'Understanding company law', Thomson Reuters, Pyrmont, New South Wales
(latest edition is required).

Student workload expectations

Activity Hours
Assessments 40.00
Directed Study 50.00
Lectures and Tutorials 39.00
Private Study 36.00

Assessment details

Description Marks out of Wtg (%) Due Date Notes
EXAMINATION 60 60 End S1 (see note 1)

  1. This will be an open examination. The total working time for the examination is 2 hours. The examination date will be available via UConnect when the official examination timetable has been released.

Important assessment information

  1. Attendance requirements:
    Online: There are no attendance requirements for this course. However, it is the students' responsibility to study all material provided to them or required to be accessed by them to maximise their chance of meeting the objectives of the course and to be informed of course-related activities and administration.

    On-campus: It is the students' responsibility to attend and participate appropriately in all activities (such as lectures, tutorials, laboratories and practical work) scheduled for them, and to study all material provided to them or required to be accessed by them to maximise their chance of meeting the objectives of the course and to be informed of course-related activities and administration.

  2. Requirements for students to complete each assessment item satisfactorily:
    To satisfactorily complete an individual assessment item a student must achieve at least 50% of the marks. (Depending upon the requirements in Statement 4 below, students may not have to satisfactorily complete each assessment item to receive a passing grade in this course.)

  3. Penalties for late submission of required work:
    Students should refer to the Assessment Procedure (point 4.2.4)

  4. Requirements for student to be awarded a passing grade in the course:
    To be assured of receiving a passing grade a student must obtain at least 50% of the total weighted marks available for the course (i.e. the Primary Hurdle), and have satisfied the Secondary Hurdle (Supervised), i.e. the end of semester examination by achieving at least 40% of the weighted marks available for that assessment item.

    Supplementary assessment may be offered where a student has undertaken all of the required summative assessment items and has passed the Primary Hurdle but failed to satisfy the Secondary Hurdle (Supervised), or has satisfied the Secondary Hurdle (Supervised) but failed to achieve a passing Final Grade by 5% or less of the total weighted Marks.

    To be awarded a passing grade for a supplementary assessment item (if applicable), a student must achieve at least 50% of the available marks for the supplementary assessment item as per the Assessment Procedure (point 4.4.2).

  5. Method used to combine assessment results to attain final grade:
    The final grades for students will be assigned on the basis of the aggregate of the weighted marks obtained for each of the summative assessment items in the course.

  6. Examination information:
    This will be an open examination. Candidates may have access to any printed or written material and a calculator during the examination.

  7. Examination period when Deferred/Supplementary examinations will be held:
    Any Deferred or Supplementary examinations for this course will be held during the next examination period.

  8. University Student Policies:
    Students should read the USQ policies: Definitions, Assessment and Student Academic Misconduct to avoid actions which might contravene University policies and practices. These policies can be found at

Assessment notes

  1. Referencing in assignments:
    Students studying this course as part of a Bachelor of Laws must use the Australian Guide to Legal Citation (AGLC) style. Students who are not enrolled in a Bachelor of Laws may use either Harvard (AGPS) or the AGLC style in their assignments to format details of the information sources they have cited in their work. For AGLC style guide enquiries, consult the AGLC manual from the USQ Library's referencing guide at, or contact the Law librarian. The AGPS style to be used is defined by the USQ Library's referencing guide at