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This unit aims to help students’ obtain an advanced understanding of the process of incorporation, including the development of the modern corporation and an introduction to regulatory structures; an introduction to the corporate constitution, organs and capital (fundraising); the separate personality of the corporation and its exceptions.
The unit will cover the structure and governance of the corporation and the division of corporate powers; the duties and liabilities of directors and other officers; the remedies available to shareholders for the enforcement of director's duties and protection against oppression or overreaching by controllers. The course considers these legal doctrines and theoretical perspectives as they relate to both public corporations and to small incorporated business.
The unit involves a critical analysis of decided cases and appropriate legislation (Corporations Act 2001 (Cth)). Reference to current developments in corporate practice will also be made. Students should be able to identify and explain the different types of corporate entities in existence, the role of the corporate regulator (ASIC), the importance of the duties of directors and the legal procedures available when companies are in financial trouble.