QUESTION
VICTORIA UNIVERSITY
FACULTY OF BUSINESS
SCHOOL OF LAW
Education Centre of Australia
BLO 2205 CORPORATE LAW ASSIGNMENT Semester 1 2012
Section 131 of the Corporations Act 2001 dealing with pre-registration contracts is no-longer necessary. This is clearly illustrated by the lack of reported cases since the introduction of provisions for pre-registration contracts into the legislation.
The provisions may have been relevant, even important, in a time when there were no shelf companies and we did not have the technology we have today. As this is no-longer the case it is time we simply reverted back to the common law on pre-registration contracts. The common law would make it simpler for the promoter, the company and the third party when making contracts let alone on matters of contractual liability.
Discuss
Your answer should discuss the common law, statute law and relevant cases.
(Total of 10 marks)
SUGGESTED REFERENCES:
Lipton, P., and Herzberg, A., Welsh, M, Understanding Company Law, 16 edition Thomson Reuters.
Students should remember to look at the Lipton and Herzberg website. www.lipton-herzberg.com.au
* Article: Wayne Courtney, Failed Pre-registration Contracts and the Statutory Remedy (2007) 25 C&SLJ 226
Harris, J. Hargovan, A. Adams, M. Australian Corporate Law LexisNexis Butterworths 3rd edition, 2011
Austin R.P. & Ramsay, I., Ford’s Principles of Corporations Law, Butterworths, Australia, 14th edition, 2010.
Baxt, R., and Fletcher, K.L., Fridman, S., Corporations and Associations Cases and Materials on, Butterworths, Australia, 10th edition, 2008.
Hanrahan, P., Ramsay I., Stapledon G., Commercial Applications of Company Law. CCH 11th edition 2010
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, 8th edition 2009
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.
Anderson C, Dickfos J, Nehme M, Hyland M, Dahdal A, Corporations Law – Butterworths Focus 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, 2011 Edition.
Vermeesch,R B, Lindgren, K E, Business Law of Australia Butterworths, 11th Edition, 2005.
Pentony, Graw, Lennard & Parker, Understanding Business Law 3rd ed Butterworths, 2009.
Crosling G M, Murphy H M, How to Study Business Law 4th Edition, Butterworths, 2009.
1 See chapter 6 in Lipton,Herzberg & Welsh 16th Edition
Submission and Deadline
Monday Class: Week 10; in class before 1:45 p.m. or handed in to student services before Week 10 Friday at 5 p.m.
Friday Class: Week 10; in class before 9:15 a.m. or handed in to student services before Week 10 Friday at 5 p.m.
Note: No assignments can be handed in to instructor outside of the specified times. i.e. Week 10: Monday 1:30 – 1:45 or Friday 9:00 – 9:15
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.
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 10% for final assessment.
SOLUTION
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