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 practioner 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

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

Graduate Qualities

• The ability to adapt knowledge to new situations;
• The ability to define and to solve problems in at least one discipline area;
• The ability to think critically, to analyse and evaluate claims, evidence and arguments, and to reason and deploy evidence clearly and logically;
• The ability to deploy critically evaluated information to practical ends;
• The ability to select and organise information and to communicate it accurately, cogently, coherently, creatively and ethically;
• The acquisition of coherent and disciplined sets of skills, knowledge, values and professional ethics from at least one discipline area;
• The ability to reflect on and evaluate learning, and to learn independently in a self directed manner;
• The ability to read complex and demanding texts accurately, critically and insightfully;
• The ability to speak and write clearly, coherently and creatively;
• The ability to work individually and independently.

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.