BLO 2205 CORPORATE LAW: ASSIGNMENT-SUMMER
SEMESTER 2013/14
This
assignment is worth 30 marks and represents 30% of the overall assessment. Take
note that it is divided into three questions each worth 10 marks totalling 30
marks which represents 30% of the assessment. The total word limit is 2000
words. Please divide the word limit equally between each question.
Question 1 - Members Remedies
Simon
is a shareholder of Titan Ltd a company that makes bolts and screws. He is also
employed as the company’s in house solicitor. For some time now Simon has been
concerned about the board paying a supplier grossly inflated amounts for
supplies. After he makes some enquiries he discovers that some directors have a
personal interest in the supplier and they are therefore getting a financial
benefit from this arrangement. When Simon raises his concerns with the CEO he
is advised he will look into it. However two weeks later Simon is terminated
from his position as a solicitor. The explanation is that the company will use
an outside solicitor in the future. Simon is outraged by this and asks your
advice as to what is his best legal remedy under the Corporations Act. Give
reasons with your answer and make appropriate reference to case law. (Note: Do
not discuss unfair dismissal as this is not related to the Corporations Act.)
(10 marks)
Question 2 – Company entering contracts
If a director enters into a contract on behalf of
their company with an outside third party and the company subsequently refuses
to honor the contract, what arguments can be raised by the third party to say
the contract is valid and enforceable?
(10 marks)
Question 3 - Directors Duties
Stoneleigh Ltd has a four person board of directors.
The directors have been concerned for some time now about a rival company
(Predator Ltd) slowly buying up shares in Stoneleigh and they fear that
Predator may be about to launch a hostile takeover. This means that if they
were to acquire a majority of Stoneleigh shares the board will likely be
replaced. The current board fears this happening as they naturally don’t want
to lose their board positions. The board therefore passes a decision to arrange
for the company to issue a large parcel of shares and sell them to entities
under the control of the directors. As a result of this share issue any attempt
by Predator to acquire more shares will not now be possible for it to acquire a
majority and thus they have prevented the hostile takeover. Have the board breached
any directors duties in doing this? Give reasons in your answer and make
appropriate reference to case law.
(Total of 30 marks)
SUGGESTED REFERENCES:
Lipton, P., and Herzberg, A., Welsh, M, Understanding Company Law,
16 edition Thomson Reuters 2014.
Students should
remember to look at the Lipton and Herzberg website.
Students should
remember to look at the Lipton and Herzberg website.
www.lipton-herzberg.com.au
Harris, J. Hargovan, A.
Adams,
M. Australian Corporate Law
LexisNexis Butterworths 4th edition, 2013.
Austin R.P. & Ramsay, I., Ford's Principles of Corporations Law,
Butterworths, Australia, 15th edition, 2012.
Baxt, R., and Fletcher, K.L., Fridman, S., Corporations and
Associations Cases and Materials on, Butterworths,
Australia, 10th
edition, 2008.
Parker, Clarke, Veljanovski, Posthouwer, Corporate Law, Palgrave 1st
edition 2012
Hanrahan, P., Ramsay I., Stapledon G., Commercial Applications of
Company Law. CCH 14th edition 2013
Redmond, P., Companies and Securities Law - Commentary and Materials,
Law Book Co., Sydney, 5th, 2009.
Ciro T, Symes C, Corporations Law in Principle LBC Thomson
Reuters, Sydney,
9th edition 2013
Li, G, Riley, S. Applied Corporate Law: A Bilingual Approach LexisNexis 1st Edition 2009.
Cassidy, J. Corporations Law Text and Essential Cases. Federation
Press, 3rd edition Sydney 2010
Harris, J. Corporations Law, LexisNexis Study Guide 1st
edition 2008
Harris, J. Butterworths Questions and Answers Corporations Law:,
LexisNexis, 3rd Edition Sydney 2009.
Fisher S, Anderson C, Dickfos, Corporations Law - Butterworths Tutorial
Series, 3rd Edition Butterworths, Sydney 2009
Tomasic,R.,Jackson,J.,Woellner,R., Corporations
Law - Principles, Policy and Process 4th Edition Butterworths., Sydney,
2002.
Tomasic, R. Bottomley,S. McQueen,R. Corporations Law in Australia,
2nd Edition Federation Press, Sydney 2002.
Latimer, P, Australian Business Law CC, 2013 Edition.
Vermeesch,R B, Lindgren, K E, Business Law of Australia Butterworths, 12th
Edition, 2011.
Pentony, Graw, Lennard & Parker, Understanding Business Law 5th
ed Butterworths, 2013.
Davenport,
S and Parker D, Business and Law in Australia, Thomson Reuters, 2012
Fitzpatrick, Synes, Veljanovski, Parker, Business and Corporations Law;
LexisNexis 1st edition 2011
Crosling G M, Murphy H M, How to Study Business Law 4th Edition,
Butterworths, 2009.
Submission:
Essays must be
submitted on date advised by lecturer. No extensions will be considered unless a
request is made in writing, before
the due date, stating the reason for the request. Marks will be
deducted for essays that are submitted after the due date.
The assignment should be written in
your own words. A hard copy must be submitted. As well an electronic copy is to
be submitted via the Turnitin link on the webct home page for the subject. The
Turnitin copy will be the 'time mark' for the purpose of the confirmation of
the date and time of submission.
Student must put their tutors name on
the assignment and must not attach the Turnitin report to their
assignment.
All assignments must be in print form
and submitted with a signed School of Law cover sheet to the assignment box
located outside the School of Law Office, Level 3, Building A by 5.00 pm on the
due date. Students must also submit an online copy of the assignment via WebCT
by the due date. The online submission will be regarded as verification of
submission by the due date. However, only the hard copy assignments that are
submitted will be marked. Students on
the Flinders Street
campus will be advised by their lecturer about assignment submission.
Presentation
Readable connected prose NOT point form summaries
Accurate spelling, grammar,
punctuation, paragraph construction. Proofreading
Effective use of HEADINGS
Consistent and accurate acknowledgment
of sources using a recognised style – both in relation to in-text referencing
and bibliography (Note the warning about plagiarism below).
The papers will be marked on the following basis:
Criteria |
Percentage of marks awarded |
|
1.
Depth
of understanding of the topic and identification of relevant issues.
2.
Awareness
accuracy of the nature and content of relevant law.
3.
Clarity
and coherence of the analysis and quality of discussion and argument.
|
50
per cent
|
Writing and communication skills |
30
per cent
|
Research skills |
20
per cent
|
Referencing
In law, the preferred referencing style is
footnoting. Students are reminded that they will lose marks if they
merely reproduce passages copied word for word from texts and other references
without attempting to convey information and express ideas in their own
words. Of course this does not preclude
the intelligent use of relevant quotations in respect of which proper
references are given.
It should be noted that the references
must be given in respect of all
material included in the essay.
References are not to be confined to situations in which the writer is
citing a particular case or using a direct quotation. For example, if the writer is putting forward
a legal proposition or using a statement or idea drawn from a specific source,
that source must be acknowledged by reference.
It is essential that
references be properly acknowledged at all times and marks will be deducted if
this is not done. References may be
acknowledged by numbering them consecutively throughout the essay and by giving
details of the references by way of numbered footnotes at the bottom of the
relevant page, or by way of a list at the end of the essay. Note
carefully that the edition
and page numbers of references
must be given: it is not
sufficient to merely give the name and author of the work. When referring to cases, the full case citation
must be given. In addition, a bibliography should always be
included at the end of the essay.
Students should contact the lecturer if they are in any doubt as to the
requirements for the giving of references.
Referencing: Footnotes or end-notes must be used to acknowledge the
source or sources of information contained in the assignment. Footnotes are preferred, but either will be
accepted. In regard to the acknowledgment of
references and matters of style and presentation, students are referred to:
1. Australian
Guide to Legal Citation – VU Library Homepage. For all
referencing questions for your assignment or any legal writing See: Australian Guide to Legal Citation: The
VU Library has a 4 page edited version under Information for researchers: Click
on Information for researchers and then click on Referencing and then click on
Style Manuals. A copy of the Australian Guide to Legal citation is also
available on Webct.
See: http://w2.vu.edu.au/library/referencing/files/AGLC2.pdf
Also
see Monash Legal Abbreviations for abbreviations of legal publications.
See:
http://www.lib.monash.edu.au/legal-abbreviations
2. G.R.E.
Phillips and L.H. Hunt, Writing Essays and Dissertations,
3. G Campbell, The Little
Black Book. (available in the bookshop).
Students are required to pay careful
attention to spelling, expression, and legibility in the writing of their
essays. There should be a margin on the
left hand side of each page. Students
should keep a copy of the
essay submitted.
Plagiarism
Plagiarism
is taking another person’s ideas and presenting them as your own, that is,
without acknowledging the original source.
You must acknowledge your sources of information including both direct
and indirect quotations. A direct
quotation must always be in inverted commas or in another style that indicates
that it is a direct quotation. Your
assignment must not consist of only quotations.
Plagiarism
is regarded as a form of theft or cheating.
It is a serious offence and will be dealt with seriously, including a
fail grade in this subject.
Students
should use the Turnitin software to check their assignments for poor
referencing and plagiarism. Software such as “turn it in” and others are
available.
Format
·
Typed
preferably and double-spaced
·
Title
page with student name and number, Subject code and name, topic
·
A4
paper
·
Sequential
page numbering
·
No
folders
Assignments
must be typed (word processor), using one side of the page only and
leaving a wide margin. The word limit is
2,000 words.
Late Submissions
Students
who believe that they have a genuine case for extension of time must lodge a
formal written application for such an extension, stating relevant grounds and
attaching supporting documentation. Such
application must be made at least seven (7) days before the due date for
submission. Should the extension be granted
then a new deadline will be set.
Late submissions of the assignment will
incur a penalty mark of one (1) mark per day. Marks may be deducted in respect of essays which are excessive in
length.
The assignment will have a value of
30% for final assessment.
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