LA3106 - Company and Partnership Law

This subject provides students with the knowledge of partnership and corporations law that is required for admission to practice as a legal practitioner in Australia. Coverage includes the nature and existence of partnerships; partners' duties; partnership property; relations with outsiders; assignment, retirement, expulsion and dissolution; and limited partnerships. It also provides detailed treatment of the types and formation of corporations; the concept of separate legal entity; share capital and membership; lifting of the corporate veil; basic principles of debt and equity finance (securing debt and raising capital); replaceable rules, corporate constitution and the statutory contract; altering the corporate constitution; powers of the board and the general meeting; meetings and statutory validation; directors' duties; capital maintenance and insolvent trading; members' remedies; corporate authority and the indoor management rule; voluntary administration, receivership and liquidations.

Learning Outcomes

• define the formation and operation of partnerships and companies (including limited partnerships) including the rights, duties and liabilities of partners and those who deal with them;
• apply knowledge of corporate membership, the process for raising capital, capital maintenance, insolvent trading, voluntary administration, receivership and liquidation;
• critically explain the relationship between the general meeting, the board and corporate management (including director's duties and member's remedies);
• evaluate the significance of separate legal entity, authority, the indoor management rule and situations in which the corporate veil may be lifted.

Subject Assessment

• Written > Examination (centrally administered) - (60%) - Individual
• Oral > Presentation 1 - (10%) - Individual
• Written > Research report - (30%) - Individual.

Note: Minor variations might occur due to the continuous Subject quality improvement process, and in case of minor variation(s) in assessment details, the Subject Outline represents the latest official information.