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UNIT OUTLINE Read this document to learn essential details about your unit. It will
also help you to get started with your studies.
BFA213 Corporate Regulation and Accountability
Semester 1, 2017
THIS UNIT IS BEING OFFERED IN:
HOBART & LAUNCESTON
Taught by:
Peter Dixon
BFA213 Corporate Regulation and Accountability 2
Contents Contact Details .................................................................................................................................. 2
Unit Description ................................................................................................................................ 3
Prior Knowledge &/or Skills OR Pre-Requisite Unit(s) ......................................................................... 3
Enrolment in the Unit ........................................................................................................................ 3
When does the unit commence? ....................................................................................................... 3
University of Tasmania Graduate Quality Statement.......................................................................... 3
Tasmanian School of Business and Economics Vision and Mission ..................................................... 4
Intended Learning Outcomes for BFA213 .......................................................................................... 5
Learning Expectations and Teaching Strategies/Approach ................................................................. 6
Learning Resources ........................................................................................................................... 6
Student Feedback via eVALUate ........................................................................................................ 8
Details of Teaching Arrangements ..................................................................................................... 9
Assessment ..................................................................................................................................... 11
Submission of Assessment Items ..................................................................................................... 15
Review of Assessment and Results .................................................................................................. 16
Further Support and Assistance ....................................................................................................... 17
Academic Misconduct and Plagiarism .............................................................................................. 17
Study Schedule ................................................................................................................................ 19
Contact Details Unit Coordinator
& Lecturer: Peter Dixon
Campus: Launceston
Room: A-258
Email: [email protected]
Phone: 0407145645
Consultation: by appointment
BFA213 Corporate Regulation and Accountability 3
Unit Description The aim of this unit is to provide you with a broad knowledge of Australia’s national corporate law framework as legislated and the corporate governance principles and their commercial application to the business environment of companies. The unit will also help you develop the legal knowledge and skills that you need to effectively study later units in the accounting, and business management majors.
Prior Knowledge &/or Skills OR Pre-Requisite Unit(s) A prerequisite to this unit is to have passed BFA141 Commercial Transactions, unless you have passed both LAW121 and LAW122 AND are continuing with a combined Law degree, in which case you may be exempt from BFA141. The legal knowledge you gained from studying the prerequisite BFA141 Commercial Transactions is an essential foundation for this unit. Many of the areas you studied (such as the Australian legal system, the courts, contract law, torts, agency and business organisations), will be relied upon and your knowledge and skills will be extended and enhanced in the context of corporations law.
Enrolment in the Unit Unless there are exceptional circumstances, you should not enrol in this unit after the end of week two of semester, as the Tasmanian School of Business and Economics (TSBE) cannot guarantee that:
any extra assistance will be provided by the teaching team in respect of work covered in the period prior to enrolment; and
penalties will not be applied for late submission of any piece or pieces of assessment that were due during this period.
When does the unit commence? The unit’s teaching schedule commences in the week beginning 27 February 2017.
University of Tasmania Graduate Quality Statement The units in your course, including this unit, have been designed to cumulatively develop the graduate qualities outlined in the University’s Graduate Quality Statement:
Our graduates are equipped and inspired to shape and respond to the opportunities and challenges of the future as accomplished communicators, highly regarded professionals and culturally competent citizens in local, national, and global society. Graduates acquire subject and multidisciplinary knowledge and skills and develop critical and creative literacies and skills of inquiry. Our graduates recognise and critically evaluate issues of social responsibility, ethical conduct and sustainability.
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Tasmanian School of Business and Economics Vision and Mission
Vision To advance the well-being, economic and social development of the people of Tasmania and our communities.
Mission To advance research and learning in business and economics to the benefit of all our constituents leveraging the strengths of the University and the State of Tasmania. We will achieve our mission by creating collaborative, innovative research, teaching and engagement programs that foster sustainable economic and social impact within Tasmania and provide a model for business schools throughout the region and world. Leveraging the strengths of our unique socio-ecological location in Tasmania and our strong interdisciplinary connections across the university, we will focus on three general domains: Person in Context (e.g. health, well-being and lifestyle in organizations and communities), Collaborative Entrepreneurship and Innovation, and Sustainability in Business and Community. Our approach to inter-disciplinary business education will provide a globally-recognised model that characterises many of the world's leading business schools. For further details on the Vision and Mission Statement of the Tasmanian School of Business and Economics please refer to our Strategic Goals.
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Intended Learning Outcomes for BFA213
INTENDED LEARNING OUTCOMES RELATED ASSESSMENT CRITERIA OR MODULE LEVEL LEARNING OBJECTIVES
ASSESSMENT METHODS
COURSE LEVEL LEARNING OUTCOMES
Learning Outcome 1 Explain the theoretical principles underpinning corporate law and corporate governance in Australia
Describe and explain the theoretical principles underpinning corporate law and corporate governance in Australia
Tutorial Preparation & Participation
Company Report
In-class Test
Exam
Successful completion of this unit supports your development of course learning outcomes, which describe what a graduate of a course knows, understands and is able to do. Course learning outcomes are available from the Course Coordinator. Course learning outcomes are developed with reference to national discipline standards, Australian Qualifications Framework (AQF), any professional accreditation requirements and the University of Tasmania’s Graduate Quality Statement.
Explain how corporate law and corporate governance principles and practices are amended over time
Learning Outcome 2 Apply legislation, case law and principles of corporate law and corporate governance
Locate and identify legislation, cases, rulings and principles of corporate law
Tutorial Preparation & Participation
Company Report
In-class Test
Exam Analyse corporate law situations, identify the issues involved and apply corporate law and corporate governance principles to make recommendations
Learning Outcome 3 Communicate arguments concerning issues in corporate law
Communicate advice in the form of a report to a company or one of its various stakeholders
Company Report
Prepare for and engage in legal arguments Tutorial Preparation & Participation
Exam
Use legal referencing conventions Company Report
Exam
BFA213 Corporate Regulation and Accountability 6
Learning Expectations and Teaching Strategies/Approach The University is committed to a high standard of professional conduct in all activities, and holds its commitment and responsibilities to its students as being of paramount importance. Likewise, it holds expectations about the responsibilities students have as they pursue their studies within the special environment the University offers. The University’s Code of Conduct for Teaching and Learning states:
Students are expected to participate actively and positively in the teaching/learning environment. They must attend classes when and as required, strive to maintain steady progress within the subject or unit framework, comply with workload expectations, and submit required work on time.
These are some of the expectations we have of you as a student enrolled in this unit: You should attend your weekly tutorial, having prepared for it, and you should participate as required in all activities.
During the first four weeks of this semester, your participation and engagement in this unit will be monitored. If you do not demonstrate evidence of having engaged actively with this unit by Week 4 of semester, your enrolment may be cancelled or you may be withdrawn from the unit.
Work, Health and Safety (WH&S) The University is committed to providing a safe and secure teaching and learning environment. In addition to specific requirements of this unit, you should refer to the University’s policy at: www.utas.edu.au/work-health-safety.
Learning Resources
Prescribed Text/Software A prescribed text is a resource that you must have access to for the purposes of studying this unit.
It is essential that you obtain ready access to the following textbook and legislation:
Lipton, P, Herzberg, A & Welsh M, Understanding Company Law, 2016, 18th edn, Thomson Reuters / Lawbook Co., Sydney
The Corporations Act 2001 (Cth), (Corporations Legislation 2014, 2015, 2016 or 2017
Thomson Reuters. Australia
Recommended Texts/Software A recommended text is a resource that you can use to broaden your understanding of the topics covered in this unit. You may also find a recommended text helpful when conducting research for assignments.
A recommended text is a resource that you can use to broaden your understanding of the topics covered in this unit. You may also find a recommended text helpful when conducting research for assignments.
Wong, K, Student Guide To Company Law, 2014 Wolters Kluwer CCH Australia Limited
Ford, Austin and Ramsay, Principles of Corporations Law, 2014 16th Edition Lexis Nexis Butterworths Australia
Chapple, L, Law Briefs Company Law, 2015 Thomson Reuters / Lawbook Co., Sydney
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Useful Websites The most authoritative website to access consolidated (i.e. current) Commonwealth legislation such as the Corporations Act 2001 (Cth) is: http://www.comlaw.gov.au . Tasmanian legislation may be accessed at: http://www.thelaw.tas.gov.au Commonwealth and State legislation and some cases may also be accessed through the following site provided by the Australasian Legal Information Institute at: http://www.austlii.org
The Australian Securities and Investment Commission (ASIC) site at http://www.asic.gov.au is very useful. ASIC publishes a number of forms, information sheets, regulatory guides, reports, newsletters and media releases that you will find useful. The ASX also has information that students may find useful: http://www.asx.com.au/education/shares-education.htm. You may also find the information about the Corporate Governance Council and the current governance principles and recommendations useful http://www.asx.com.au/regulation/corporate-governance-council.htm
My Learning Online (MyLO) Access to the MyLO online learning environment is required for this unit. The unit has its own MyLO site. To log into MyLO and access this unit, go to: http://www.utas.edu.au/mylo. To access the unit, select BFA213. For help using MyLO go to http://www.utas.edu.au/mylo. Technical requirements for MyLO
MyLO can be accessed via Library computers and in computer labs on campus. See: http://www.utas.edu.au/it/computing-distributed-systems/computer-labs-facilities-and-locations For further technical information and help, contact the UTAS Service Desk on 6226 1818 or at http://www.utas.edu.au/service-desk during business hours.
Learning to use MyLO When you log into MyLO, you will see a unit called Getting Started with MyLO. Enter this unit to learn more about MyLO, and to practise using its features.
MyLO Expectations 1. You are expected to maintain the highest standards of conduct across all modes of
communication with staff and other students. Penalties may be imposed if the Unit Coordinator believes that, in any instance or mode of communication, your language or content is inappropriate or offensive. MyLO is a public forum. Due levels of respect, professionalism and high ethical standards are expected of students at all times.
2. Submission of assessment tasks via MyLO presumes that you have read, understood and abide by the requirements relating to academic conduct, and in particular, those requirements relating to plagiarism. All work submitted electronically is presumed to be “signed-off” by the student submitting as their own work. Any breach of this requirement will lead to student misconduct processes.
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3. MyLO is an Internet service for teaching and learning provided by the University. It is expected that you check your units in MyLO for updates at least once a day.
Using MyLO for BFA213
IMPORTANT! Before you are provided with access to your unit’s MyLO resources, you must complete the Student Agreement form. To do this:
1. Access the unit’s MyLO site. 2. Locate the Begin Here folder and click on it to open it. You can find the Begin Here folder by
scrolling down until you see Content Browser OR by clicking on the Content button.
OR
3. Once you have opened the Begin Here folder, click on the Student Agreement file.
OR
4. Read the terms, then check the I agree box. You should now be able to access all available unit content on MyLO. You only need to do this once in each MyLO unit.
Other important resources on MyLO You are expected to regularly check MyLO for any updates in relation to the unit. MyLO has been incorporated into the delivery of this unit to enhance your learning experience, by providing access to up-to-date course materials, and allowing for online discussion. In addition to the lecture slides which are uploaded on MyLO on a weekly basis, other unit-related materials such as supplementary readings and assessment guides can also be accessed on MyLO. You are also expected to engage in active discussion about issues related to the unit through the discussion forums and chat rooms that are available on MyLO: this is particularly helpful for distance students who may utilise the facilities available on MyLO to contact their fellow distance students and form groups to complete any group assessment tasks for this unit. In this regard, MyLO should be treated as the unit's critical platform for learning and communication.
Student Feedback via eVALUate At the conclusion of this unit, you will be asked to provide online responses to a number of matters relating to the learning and teaching within the unit. You are asked to respond honestly to these questions, as all information received is used to enhance the delivery of future offerings.
BFA213 Corporate Regulation and Accountability 9
Details of Teaching Arrangements
Lecture/Tutorial Mode In each teaching week of the Semester, with the exception of Weeks 1 and 13 (lecture only) there will be a two (2) hour lecture and a one (1) hour tutorial. The topics to be covered are as shown in the Unit Schedule. Some topics will be covered in part of a lecture, as shown in the Unit Schedule, while other topics may require one or more lectures to cover the topic. The estimated time required to cover each week’s topic is:
One Lecture 2 hours One Tutorial 1 hour Self-Study 9 - 12 hours
The time allocated for each of the learning activities gives an indication of the relative importance of contact time and private study and is in keeping with the reflective approach to teaching and learning which emphasises independent learning through private study.
Lectures There is a two hour lecture once per week. Lectures will consist of topic summaries and explanations will provide an overview of the theoretical and applied aspects of the course content. However, they will constitute an introduction only. In order to gain full command of the subject matter you must complete all relevant reading, participate actively in the tutorials and undertake additional exercises and problems (i.e. learning through doing).
Tutorials
Tutorial Allocation You will need to enrol for a tutorial via the unit’s MyLO site. Tutorials have limited numbers (due to room capacity). Those students who subscribe early will be more likely to obtain the tutorial of their choice. Tutorials will commence in Week 2 of the Semester. Tutorials - There is a 50 minute tutorial once a week beginning in Week 2. You will see from the Assessment Schedule that Assessment Task 1 – Tutorial Preparation and Participation Task requires you to answer question 1 from the Additional Teaching Material Document for each week. Your answer will take the form of both a written answer and oral participation in the class discussion. You must therefore complete all reading necessary to answer this question before attending each week’s tutorial. Marks will be allocated in accordance with the rubric for Assessment Task 1. You will be put into a group of three in the first tutorial and you are to remain in that group for the semester. You are to work in that group during each tutorial and each member of the group must be responsible for presenting the work that they undertook each week at least three times in the tutorial over the semester. The tutorials are designed to help you develop a fuller understanding of and an ability to use the material that is covered by the text and presented in the lectures. The tutorials will explore the
BFA213 Corporate Regulation and Accountability 10
issues raised and ensure adequate understanding of the techniques that may have been required in order to complete the exercises. Tutorials have two segments/aspects. Assessable Segment/Aspect 1 The tutorial will begin with a discussion of Question 1 for the week – as set out in the Additional Teaching Material that is attached to this unit outline. The tutor will ask you to present the work you have done prior to the tutorial to answer question 1 and will expect you to participate in class discussions on how you went about answering question 1, your views on the answer and to reflect on the material discussed by other students. This work will be done in the groups allocated to you in the first tutorial and from each group at least one student is expected to lead the discussion. As there will be three in each group this means that each student in each group should lead the discussion for their group not less than three times over the semester. Non-assessable Segment/Aspect 2 At the conclusion of the student discussions around Question 1, time permitting, there will be opportunities to raise and discuss Questions 2 as set out for that week in the Additional Teaching Material. The answers to each Question 2 will form your grade for Assessment Task 2 – Child Care Report. The tutorial can also be used to discuss any problems you may be experiencing with the material covered in lectures and/or the readings. It is hoped that, where possible, up to 10 minutes per tutorial will be allocated to this. However, if students do not come to tutorials with questions or with a consideration of Questions 2, this segment will only very briefly be considered. If there is no time in the tutorial to discuss an issue you have, then please make an appointment with your tutor.
Communication, Consultation and Appointments TO KEEP UP WITH ANNOUNCEMENTS REGARDING THIS UNIT Check the MyLO Announcement tool at least once every two days. The unit Announcement will appear when you first enter our unit’s MyLO site. Alternatively, click on the Announcement button (towards the top of the MyLO screen) at any time. WHEN YOU HAVE A QUESTION Other students may have the same question that you have. Please go to the Ask the Class Discussion forum on the unit’s MyLO site. Check the posts that are already there – someone may have answered your question already. Otherwise, add your question as a new topic. Students are encouraged to support each other using this forum – if you can answer someone’s question, please do. We will attempt to respond to questions within 48 business hours. If your question is related to a personal issue or your performance in the unit, please contact the appropriate teaching staff member by email instead. WHEN YOU HAVE AN ISSUE THAT WILL IMPACT ON YOUR STUDIES OR THE SUBMISSION OF AN ASSESSMENT TASK If you have a personal question related to your studies or your grades, please contact teaching staff by email. For general questions about the unit, please add them to the Ask the Class Discussion forum on the unit’s MyLO site. This way, other students can also benefit from the answers.
BFA213 Corporate Regulation and Accountability 11
A NOTE ABOUT EMAIL CORRESPONDENCE You are expected to check your UTAS email (WebMail) on a regular basis – at least three times per week. To access your WebMail account, login using your UTAS username and password at https://webmail.utas.edu.au/. You are strongly advised not to forward your UTAS emails to an external email service (such as gmail or Hotmail). In the past, there have been significant issues where this has occurred, resulting in UTAS being blacklisted by these email providers for a period of up to one month. To keep informed, please use your UTAS email as often as possible. We receive a lot of emails. Be realistic about how long it might take for us to respond. Allow at least TWO (2) business days to reply. Staff are not required to respond to emails where students do not directly identify themselves, are threatening or offensive, or come from external (non-UTAS) email accounts. When you write an email, you must include the following information. This helps teaching staff to determine who you are and which unit you are talking about.
Family name
Preferred name
Student ID
Unit code (BFA213)
Questions
If your question is about an assessment task, please include the assessment task number or name.
Assessment
How Your Final Result Is Determined To be eligible to pass this unit you will need to attain an overall mark of 50% and satisfactorily pass each of the intended learning outcomes for the unit. Details of each assessment item are outlined below.
Assessment Items Due Date Value/Weighting Link to Learning Outcomes
Assessment Task 1: Tutorial Preparation & Participation
Weekly at each tutorial commencing in Tutorial 2
10% - 5% preparation - 5% participation
1, 2 & 3
Assessment Task 2: Child Care Company Report
19 May 2017 at 2pm 15% 1, 2 & 3
Assessment Task 3: In Class Test
Lecture in week 6 15% - 10% when done
as an individual - 5% when redone
as a group
1 & 2
Assessment Task 4: End of Semester Exam
Exam Period 60% 1, 2 & 3
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Assessment Item 1 – Tutorial Preparation & Participation Task Description:
This assessment task develops your knowledge and ability to undertake corporate law problem solving and the ability to share your learning in a small group. These are core skills required in the study of this unit and they are of practical importance to professional accountants and business managers. You will be assigned into a group of three in the first tutorial. You must prepare written answers to Question 1 each week for 9 tutorials commencing with Tutorial 2. One student from each group will be asked to lead the discussion around the answer each week and this student will also have his or her preparation checked (but not marked). All students will be asked to share their answers in the tutorial each week by joining in with the group discussion.
Task Length Assessment Criteria:
Answers should be approximately 250 words in length each week and can be typed or hand written but should be properly referenced See assessment criteria on page 5. Also see the Rubric 1 as set out on MyLO and in the Additional Teaching Material.
Link to Unit’s Learning Outcomes:
The mark awarded to each student for their written work will be in total 5 marks and their contributions in class will be in total 5 marks. Linked to Learning Outcomes 1,2 & 3. See table on p.5 of this Outline.
Due Date:
Weekly at your allocated Tutorial
Value:
10%
Assessment Item 2 – Child Care Company Report Task Description:
This assessment task continues to develop your knowledge, skills, and abilities to conduct academic and professional research to consider a set of weekly corporate law scenarios. These are core skills required in the study of this unit and they are of practical importance to professional accountants and business managers. This assessment contains a research component, it requires you to research beyond your text book or the legislation. You must individually prepare written answers to Question 2 for any of 7 of the 9 tutorials commencing with Tutorial 2. The weekly Question 2 is set out in the Additional Teaching Material which is attached at the end of this Unit Outline. Each Question 2 is to be answered in approximately 250 words and is to be properly referenced. The Child Care Company Report consists of your typed and referenced answers to seven of the Question 2s. The report shall contain a brief introduction about the company and a brief conclusion and be set out in
BFA213 Corporate Regulation and Accountability 13
report format. You must identify which seven you have answered in a table at the beginning of the report.
Task Length 2500 words Assessment Criteria:
See the Assessment Criteria on Page 5. See also the rubric 2 as set out on MyLO.
Link to Unit’s Learning Outcomes:
Linked to Learning Outcomes 1, 2 & 3. See table on p.5 of this Outline.
Due Date:
19 May 2017 at 2pm.
Value:
15%
Assessment Item 3 – In Class Test Task Description:
This is a multiple choice test and short answer test. It will cover material covered in Weeks 1 to 5. The test provides useful preparation in advance of the final examination. Further details will be posted on MyLO.
Task Length Fifty minutes to do this test as an individual. Fifty minutes to redo in your tutorial group that you were allocated to in the first tutorial.
Assessment Criteria:
Marks will be awarded for each correct answer to the test questions. Marks will not be deducted for incorrect answers to test questions, so ensure you answer all questions. Marks for the test will be released via MyLO
Link to Unit’s Learning Outcomes:
Linked to Learning Outcomes 1 and 2.
Due Date:
To be administered in the lecture in the week commencing 3 April 2017 in place of the lecture.
Value:
15%
- 10% for students to do as an individual - 5% for students to do again in their tutorial group
BFA213 Corporate Regulation and Accountability 14
Assessment Item 4 – Final exam
Task Description: You are required to sit an examination at the end of Semester. The ONLY material you can bring to in the examination is the Corporations Act 2001 (Cth). Your legislation may be annotated with highlighting and underlining only. The topics on which to focus your exam study will be advised at the end of semester. Further details on the exam format will be advised in due course.
Task Length 3 hours and 15 minutes, including reading time.
Assessment Criteria: Exam answers are marked on equivalent criteria to written assignments, including presentation and syntax, compliance with instructions, correct identification of the issues, correct explanation of rules of law using provisions of legislation and cases as appropriate, correct application of the law to the facts and correct conclusion. You are not expected to use referencing in your answers but you can identify sources of material used.
Link to Unit’s Learning Outcomes:
Learning outcomes 1, 2 & 3. See table on p.5 of this Outline.
Due Date: Exam Period
Value: 60%
Your final examination for this unit will be held during the scheduled examination period as indicated by Student Administration in correspondence to you. Examinations will normally be scheduled Monday to Saturday inclusive. Examinations may be held during the day or evening and students should consult the university information which will be made available towards the end of semester. You are advised to make any necessary arrangements with employers now for time off during the examination period to sit this examination. Your participation at the scheduled time is not negotiable unless there are exceptional circumstances. Note that you will be expected to sit the examination at your recorded study centre. To find out more go to the Exams Office website: http://www.utas.edu.au/exams/home.
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Submission of Assessment Items
Lodging Assessment Items Assignments must be submitted electronically through the relevant assignment tab in MyLO. You must ensure that your name, student ID, unit code, tutorial time and tutor’s name (if applicable) are clearly marked on the first page. If this information is missing, the assignment will not be accepted and, therefore, will not be marked. Where relevant, Unit Coordinators may also request you to submit a paper version of your assignment. You will be advised by the Unit Coordinator of the appropriate process relevant to your campus. Please remember that you are responsible for lodging your assessment items on or before the due date and time. We suggest you keep a copy. Even in a perfect system, items sometimes go astray.
Late Assessment and Extension Policy In this Policy:
1. (a) ‘day’ or ‘days’ includes all calendar days, including weekends and public holidays;
(b) ‘late’ means after the due date and time; and
(c) ‘assessment items’ includes all internal non-examination based forms of assessment
2. This Policy applies to all students enrolled in TSBE Units at whatever Campus or geographical location.
3. Students are expected to submit assessment items on or before the due date and time specified in the relevant Unit Outline. The onus is on the student to prove the date and time of submission.
4. Students who have a medical condition or special circumstances may apply for an extension. Requests for extensions should, where possible, be made in writing to the Unit Coordinator on or before the due date. Students will need to provide independent supporting documentation to substantiate their claims.
5. Late submission of assessment items will incur a penalty of 10% of the total marks possible for that piece of assessment for each day the assessment item is late unless an extension had been granted on or before the relevant due date.
6. Assessment items submitted more than five (5) days late will not be accepted.
7. Academic staff do NOT have the discretion to waive a late penalty, subject to clause 4 above.
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Academic Referencing and Style Guide Before starting your assignments, you are advised to familiarise yourself with the following electronic resources. The first is the Harvard Referencing System Style Guide, which can be accessed from the UTAS library: http://utas.libguides.com/content.php?pid=27520&sid=199808. The Harvard style is the appropriate referencing style for this unit and the guide provides information on presentation of assignments, including referencing styles. In your written work you will need to support your ideas by referring to scholarly literature, works of art and/or inventions. It is important that you understand how to correctly refer to the work of others and maintain academic integrity. Failure to appropriately acknowledge the ideas of others constitutes academic dishonesty (plagiarism), a matter considered by the University of Tasmania as a serious offence.
The second is the Tasmanian School of Business and Economics’ Writing Assignments: A Guide, which can be accessed at: http://www.utas.edu.au/business-and-economics/student-resources. This guide provides you with useful information about the structure and style of assignments in the TSBE.
Review of Assessment and Results Review of Assessment is available to all students once the University has released the final result for a unit. If you are dissatisfied with your final result, you may apply to have it reviewed. Review of Assessment consists of re-marking the final exam (where applicable), checking the addition of all marks, and a check to ensure that all marks have been included in the final result. Applications for a review of assessment are due within 10 working days of the release of the final result in the unit. If you have passed the unit you must pay a $50 fee. Please read and follow the directions provided by the University at: http://www.utas.edu.au/__data/assets/pdf_file/0018/314622/Review-of-Assessment.pdf
Review of Internal Results If you wish to have a piece of internal assessment reviewed as part of the review process, please state this clearly on the application form referred to above and include that assessment item with your application.
BFA213 Corporate Regulation and Accountability 17
Further Support and Assistance If you are experiencing difficulties with your studies or assessment items, have personal or life-planning issues, disability or illness that may affect your study, then you are advised to raise these with your lecturer or tutor in the first instance. Students are also encouraged to contact their Undergraduate Student Adviser who will be able to help in identifying the issues that need to be addressed, give general advice, assist by liaising with academic staff, as well as referring students to any relevant University-wide support services. Please refer to the Student Adviser listings at www.utas.edu.au/first-year/student-advisers for your adviser’s contact details. There is also a range of University-wide support services available to students, including Student Centre Administration, Careers and Employment, Disability Services, International and Migrant Support, and Student Learning and Academic Support. Please refer to the Current Students website (available from www.utas.edu.au/students) for further information. If you wish to pursue any matters further then a Student Advocate may be able to assist. Information about the advocates can be accessed from www.utas.edu.au/governance-legal/student-complaints. The University also has formal policies, and you can find out details about those from that link.
Academic Misconduct and Plagiarism
Academic misconduct includes cheating, plagiarism, allowing another student to copy work for an assignment or an examination, and any other conduct by which a student: (a) seeks to gain, for themselves or for any other person, any academic advantage or advancement
to which they or that other person are not entitled; or (b) improperly disadvantages any other student.
Students engaging in any form of academic misconduct may be dealt with under the Ordinance of Student Discipline. This can include imposition of penalties that range from a deduction/cancellation of marks to exclusion from a unit or the University. Details of penalties that can be imposed are available in the Ordinance of Student Discipline – Part 3 Academic Misconduct, see http://www.utas.edu.au/university-council/university-governance/ordinances. Plagiarism is a form of cheating. It is taking and using someone else’s thoughts, writings or inventions and representing them as your own, for example: • using an author’s words without putting them in quotation marks and citing the source; • using an author’s ideas without proper acknowledgment and citation; or • copying another student’s work. It also means using one’s own work from previously submitted assessment items if repeating a unit. If you have any doubts about how to refer to the work of others in your assignments, please consult your lecturer or tutor for relevant referencing guidelines, and the academic integrity resources on the web at http://www.utas.edu.au/academic-integrity/ The intentional copying of someone else’s work as one’s own is a serious offence punishable by penalties that may range from
BFA213 Corporate Regulation and Accountability 18
a fine or deduction/cancellation of marks and, in the most serious of cases, to exclusion from a unit, a course, or the University. The University and any persons authorised by the University may submit your assessable works to a plagiarism checking service, to obtain a report on possible instances of plagiarism. Assessable works may also be included in a reference database. It is a condition of this arrangement that the original author’s permission is required before a work within the database can be viewed. For further information on this statement and general referencing guidelines, see www.utas.edu.au/plagiarism/ or follow the link under ‘Policy, Procedures and Feedback’ on the Current Students homepage.
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Study Schedule
Week
Start of Week
Topic/s and activities
Text Chapter/s
Tutorial/Due Dates
1 27 February
Regulatory Framework and Types of Companies
Chapters 1 & 3 No Tutorial
2 6 March
Company Registration and its Effects; Company Constitution and Replaceable Rules
Chapters 2 & 6 Tutorial 1
3 13 March
Company’s Relations with Outsiders and Promoters; Pre-Registration Contracts
Chapters 5 & 6 Tutorial 2
4 20 March
Fundraising: Debentures and Personal Property Securities
Chapters 7 & 11 Tutorial 3
5 27 March
Share Capital, Membership and Dividends
Chapters 8-10 Tutorial 4
6 3 April
In Lecture Multiple Choice and Short Answer Test
Tutorial 5
7a 10 April
Directors and Shareholders Meetings
Chapters 12 & 14 Tutorial 6
Mid-Semester Break: 13 – 19 April 2017 (inclusive)
7b
Classes resume Thursday 20 April
Directors and Shareholders Meetings
Chapters 12 & 14 Tutorial 6
8 24 April
Corporate Governance; Director’s Duties and Duty of Care and Diligence
Chapters 13.0, 13.1, & 13.4
Tutorial 7
9 1 May
Director’s Duty of Good Faith & Proper Purpose; Duty to Avoid Conflicts of Interest; Disclosure; Directors of Insolvent Companies; Remedies and Exoneration
Chapters 13.2, 13.3, 13.5, 13.6, &13.7
Tutorial 8
10 8 May
Financial Reporting, Disclosure and Audit
Chapters 15 & 16 Tutorial 9
11 15 May
Members’ Remedies and Corporate Insolvency
Chapters 17 & 22 Tutorial 10 – Company Report due 2 pm 19 May 2017 (Assessment Item 3)
12 22 May
Corporate Financial Difficulty; Insolvency and Liquidation
Chapters 23-25 Tutorial 11
13 29 May
Problem Solving Lecture/Workshop; Unit Review and Exam prep.
No Tutorial
Examination Period: 10 – 27 June 2017 (inclusive)
BFA213 Corporate Regulation and Accountability 20
Additional Teaching Material /Tutorial Material Child Care Ltd - Assessment Task 1 Information
The tutorial questions that form the basis for the work that you will undertake for Assessment Task 1 – Tutorial Participation and Preparation Task and Assessment Task 2 – Child Care Company Report are set out in this Additional Teaching Material, as referred to in the Unit Outline for this unit. Some of the facts that are set out in Question 2 each week come from some scenarios that faced the real life child care provider ABC Learning Centres Limited (ABC). No comments are made about the business practices, operations or corporate governance practices of ABC. These scenarios have been used to demonstrate to students the dynamics of corporate law and regulation. Australian companies are established often and along their journey such companies face challenges and the Corporations Act (2001) regulates many aspects of corporate life including the registration, funding, director’s obligations, and administration and ultimately winding up of Australian companies. Students are encouraged to research into the corporate life of ABC as understanding the challenges faced by this company and being able to apply corporate regulation to that company will assist students in answering the tutorial questions. For some of the information that is available on the rise and fall of ABC see the following links: http://www.smh.com.au/business/lessons-to-be-learnt-from-abc-learnings-collapse-20090101-78f8.html
http://governanceforstakeholders.com/2012/12/28/the-abc-of-a-corporate-collapse/
http://www.amcrobertandassocs.com.au/otherwriting/JASSA_ABCLearningCentres.pdf
http://www.couriermail.com.au/news/key-corporate-governance-systems-missing-from-abc/news-story/f601d3e4242f16efbc70610f9707de05
http://asic.gov.au/about-asic/media-centre/find-a-media-release/2011-releases/11-16ad-former-abc-directors-charged/
http://asic.gov.au/about-asic/media-centre/find-a-media-release/2016-releases/16-044mr-asic-concludes-abc-learning-investigation/
http://www.abc.net.au/7.30/content/2008/s2412583.htm
https://www.claytonutz.com/knowledge/2011/may/the-abc-of-a-successful-corporate-rescue-lessons-from-the-court-receivership-of-abc2-group-pty-ltd
http://asic.gov.au/about-asic/media-centre/find-a-media-release/2012-releases/12-186mr-former-abc-learning-centres-auditor-prevented-from-auditing-companies-for-five-years/
You will of course be able to find more information on this company. These sources given above are media articles and industry and ASX notifications. Think about other sources of information and the reliability of the information that you read. You need to demonstrate information literacy so you do need to be able to evaluate and asses the quality and reliability of all information you find when doing research. The tutorial questions are not directly linked to the story of ABC but loosely follow some of the scenarios that this company may have undertaken on its journey from incorporation to application for winding up.
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Week 2 Tutorial 1: Week starting Monday 6 March 2017 Topics: Regulatory Framework & Types of Companies (Chapters 1 & 3)
Question 1 ‘A company structure is the most popular business entity in Australia because companies provide significant advantages.’ Please provide answers to the following:
i. Do you agree with this statement? ii. Are there any disadvantages to incorporation? iii. If you were thinking about setting up your business entity to run a small family business what type
of structure might you choose that you may not have discussed in ii above.
Question 2 Charles, a prominent South Australian businessman has been running his own small childcare centre and with his wife, Jane, a teacher since 1998. John dreams of expanding the business to establish more childcare centres, ultimately across Australia. Charles and Jane are thinking about incorporating a company to own and operate their business. They seek your advice on the steps involved in registering a company in Australia and in relation to the major differences between a private and a public company.
Week 3 Tutorial 2: Week commencing 13 March 2017 Topics: Company Registration, Company Constitution and Replaceable Rules (Chapters 2 & 4)
Question 1 What is meant by the terms:
‘limited liability’,
‘separate legal entity’
‘corporate veil’ Why do such concepts exist in the corporate world and what are the major limits to these concepts or legal rules?
Question 2 William has been in the business of the private provision of childcare for the last eighteen years. In 2013 William and two other prominent operators in the Victorian childcare centre industry, Philip and Susan, decide to establish Child Care Pty Ltd. Child Care Pty Ltd is established through the merging of three well established companies (‘the founding companies’) all of which have been providing child care for over ten years. The business has proved to be very successful and William, Philip and Susan are considering expanding operations into New South Wales and Queensland. They are aware how heavily regulated the child care sector is and how competitive the market place is so they have been advised that they need to consider adopting a constitution instead of relying on the replaceable rules that they have been using to guide the internal operations of the three founding companies that have merged to form Child Care Pty Ltd. Please advise the company on the role of a constitution for a company, the ways that a constitution can be adopted and the major limits on the right to alter a constitution once it has been established.
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Week 4 Tutorial 3: Week commencing 20 March 2017 Topics: The Company’s Relations with Outsiders & Promoters (Chapters 5 & 6)
Question 1 How do ‘agency law’, ‘organic theory’ and the statutory assumptions set out in s128 & s129 of the Corporations Act (2001) assist outsiders when a company seeks to avoid a contractual obligation?
Question 2 Child Care Pty Ltd has expanded its operations successfully into New South Wales and now wishes to expand into Queensland. Its three directors are William, Philip and Susan. Both William and Philip are executive directors and Susan is a non-executive director. Child Care Pty Ltd now wishes to lease premises in Brisbane. Suitable premises are found, a lease entered into and a building fit out commences. Susan flies to the Gold Coast for a holiday with some of her friends. Whilst there, Susan visits the new Brisbane premises to familiarise herself with the new venture. She notices that the premises do not have playground facilities and knowing children and staff in all previous Child Care centres have those facilities, Susan telephones a number of playground equipment providers and obtains quotes to install a state of the art playground at the Brisbane premises. One of the providers Playgrounds R ‘Us Pty Ltd provides a competitive quote and confirms that it will complete the work over the next four weeks. Susan confirms that she would like the work to commence and accepts a written quotation by signing it ‘as a director of Child Care Pty Ltd’. William and Philip were surprised learn about the installation of the playground when it was partially complete. It was their firm view that whilst a playground was necessary a decision was some little while away and that in any event it would need to be discussed and approved by the board of Child Care Pty Ltd before tenders were called for its construction. William, who is a director of Child Care Pty Ltd telephoned Playgrounds R ‘Us Pty Ltd. He tells them that Susan did not have any authority to authorise the installation of the playground and that therefore Child Care Pty Ltd will not be paying for the installation of the playground or any work done to date by Playgrounds R ‘Us Pty Ltd. Playgrounds R ‘Us Pty Ltd are now considering suing Child Care Pty Ltd. They believe they have a strong case and believe that Susan might be considered to be a ‘promoter’ of the company, or she was acting as its agent. Please advise both Child Care Pty Ltd and Playgrounds R ‘Us Pty Ltd in relation to the enforceability or otherwise of the contract for the supply and installation of playground. Use common law principles, case law and relevant sections in the Corporations Act (2001),
Week 5 Tutorial 4 Week commencing 27 March 2017 Topics: Fundraising and Debentures and Personal Property Securities (Chapters 7 & 11)
Question 1 What are the major types of disclosure documents and their features? Why does the Corporations Act (2001) regulate the fundraising undertaken by large companies? Question 2 On the 30th June 2014 Child Care Pty Ltd became a public company. At the same time it borrowed $2 million from River Bank Ltd. Under the security agreement the loan was secured by a circulating interest over the company’s plant and equipment. Due to an administrative oversight this security interest was not registered
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until the 15 August 2014. On the 2nd July 2014, Child Care Ltd borrowed $150 000 from Black Finance Ltd. This was also secured by a circulating security interest over the company’s personal property and was registered on the 3rd July 2014. Due to financing issues Child Care Ltd fell into financial difficulties in September 2016. Later that month Jane, a director of the company who was owed $120 000 for unpaid directors fees was granted a circulating interest in respect of the debt. In November 2016 Child Care Ltd went into administration and it is apparent that there are insufficient funds available to pay all secured creditors in full. Advise the administrator of the respective rights of:
(a) River Bank Ltd (b) Black Finance Ltd (c) Jane.
Week 6 Tutorial 5 week commencing 3 April 2017
Topics: Share Capital, Membership and Dividends (Chapters 8, 9 & 10) Question 1 Please answer two of the following four questions:
(a) What is the process that a company goes through to issue shares? (b) When is a company permitted to buy back its own shares? (c) Who is able to inspect the share registry and what use can be made of the information obtained from
such an inspection? (d) Who makes a decision in a company to issue a dividend and what are the tests that are used when
deciding on the issuing of a dividend?
Question 2 Child Care Ltd was a profitable company in the financial years 2015 and 2016. In both years the company decided to pay no dividends. The company faced a voluntary administration in 2016 and its new directors have indicated to its two large institutional shareholders that it will not pay a dividend for the next three years (2016 – 2018) despite the fact that there does appear to be sufficient funds in the company’s bank accounts to fund a modest dividend for the 2016 year. Despite this, following the restructure that took place after the voluntary administration the new directors have agreed to increase their salaries by 50% per annum and have all leased 2016 Mercedes motor vehicles. The directors justify the pay increases and new cars by stating that they will be working longer hours than the old directors and need reliable safe motor vehicles to allow them to travel between the various centres that the company is operating. The large institutional shareholders wish to call a special meeting to discuss dividend policy with the directors. These shareholders do not believe that the company needs to adopt such a conservative dividend policy and have threatened to sell their shares unless a dividend is paid. Along with this threat, they have made a threat to take action against the directors for breaching their duties, alleging that the pay rises and the new cars amount to a diversion of corporate funds. Please advise the directors on the corporate obligations and options.
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Week 7 Tutorial 6 weeks commencing 10 and 20 April 2017 Topics: Directors & Duties Overview (Chapter 12 & Chapter 13.0)
Question 1
Please provide concise answers to the following questions: i. What are the major types of directors a company can have? ii. How are they directors appointed? iii. What does the Corporations Act (2001) provide in relation to how directors can be paid or
remunerated?
Question 2
Child Care Ltd has appointed two new directors, a new company secretary and a new chief financial officer as the old officers that carried out these roles resigned following the company’s financial difficulties in 2016.
Please provide some advice to these new officers about:
How public companies can pay their directors and the disclosure obligations that the company has in relation to such payments.
Advice about the differences that the Corporations Act (2001) mandates in relation to remuneration of directors of listed and unlisted companies (if any).
Advice on the role of the company secretary and the chief financial officer and whether they report to the Company Board of Directors or the Chief Executive Officer
[You may need to consider resources other than your text book to answer these questions]
Week 8 Tutorial 7 week commencing 24 April 2017 Topics: Shareholder Meetings (Chapter 14)
Question 1 Who can generally call a shareholder meeting and what are the main issues to consider in deciding to hold a general meeting in more than one venue?
Question 2 Despite considering the adoption of its own constitution, Child Care Ltd still relies on the replaceable rules in the Corporations Act (2001) in relation to the procedure around meetings. The current company secretary seeks advice on what needs to be done to organize the company’s next annual general meeting. What are the legally permissible dates by which the various annual general meeting steps must be taken? Who can speak at such meetings and whose role it is to ensure the meetings run smoothly?
BFA213 Corporate Regulation and Accountability 25
Week 9 Tutorial 8 week commencing 1 May 2017 Topics: Corporate Governance and the Duty of Care and Diligence (Chapters 13.0, 13.1 & 13.4)
Question 1 What are the basic fiduciary and statutory duties that directors owe to their company? What is the relationship between the fiduciary and the statutory duties? Why does the law include so many directors’ duties?
Question 2 Child Care Ltd recently recovered from an administration. Two new directors have been added, making it a four director board, with three executive directors and one non-executive director. To work its way out of administration the company has made significant changes to its operations and received rent reductions on many of their child care centre premises. To oversee the financial aspects the new non-executive director, Lucy is a practicing accountant with extensive lending and borrowing experience. Please provide a report to all directors on their ongoing duties of care skill and diligence. Include in that report advice in relation to the standard of care expected from non-executive and executive directors and in particular if Lucy has a different or higher duty of care to the company than the other directors. Does having a practising accountant on the board relieve or vary any of the other directors of their obligations to properly consider the financial affairs of the company? Please refer to common law and to the relevant provisions in the Corporations Act (2001)
Week 10 Tutorial 9 week commencing 8 May 2017 Topics: Director’s Breach of Duty and Takeovers (Chapters 13.2, 13.3, 13.5, 13.6 & 13.7)
Question 1 What are some of the most significant consequences for directors of breaching their major statutory and fiduciary duties and who can take action against these directors?
Question 2 Having recovered from a recent administration the directors of Child Care Ltd seek your advice. Provide them with a concise report of the obligations of directors of insolvent companies. Include a coverage of the cases Austin Australia Pty Ltd v De Martin & Gasparini Pty Ltd [2007 NSWSC 1238, and ASIC v Plymin [2003] VSC 123 and any other cases and legislation you can find that consider the presumptions or indicia of insolvency.
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Week 11 Tutorial 10 week commencing 15 May 2017 Topics: Financial Reporting and Disclosure (Chapters 15 and 16)
Question 1 What is meant by the term ‘continuous disclosure’ in terms of corporations and disclosing entities and why do these organisations have such an obligation?
Question 2 Please find either the case of:
(a) Jubilee Mines NL v Riley [2009] WASCA 62 or (b) James Hardie Industries NV v ASIC [2010] NSWCA 332
Summarise the decision in either case and find at least one legal principle that comes from the case you have summarised that would be useful for the directors of Child Care Ltd.
Week 12 Tutorial 11 week commencing 22 May 2017 Topics: Members Remedies & Corporate Insolvency (Chapters 17 & 22)
Question 1 What are the major statutory and common law member remedies that are available to minority shareholders when either the company or a majority shareholder acts against the interests of a minority shareholder or against the best interests of the company as a whole?
Question 2 Having worked with Child Care Ltd for the last 2 years, Lucy the Non-Executive director was offered a full time executive position with the company as Chief Financial Officer. She was offered 2% shares in the company at $23 per share, a price slightly below the current share price. Lucy accepted the position at the beginning of 2015 and worked in her new role and maintained her position on the board. A number of shareholders have called for a special meeting. They do not believe it is good business practice having the company’s Chief Financial Officer as a sitting board member. They do not believe also that Lucy, should she continue working in that role should hold shares in the company. They propose to pass a special resolution at the meeting to force Lucy to sell her shares to them at $15 per share. They believe that should Lucy continue she acting in the way that she is that she may lead the company into corporate insolvency. Lucy believes that this resolution may be supported at both board and shareholder level as she has had to make many financial cutbacks at the company and believes that there are many that want to remove her completely from the company. Please provide Lucy with advice about:
(a) How she may use the member’s remedies that are provided at both common law and under the Corporations Act (2001) to assist her.
(b) What is meant by the term corporate insolvency?
