Overview
Corporate Law examines the legal structure, governance, financing, accountability, and dissolution of incorporated business organizations. Topics include incorporation, separate legal personality, limited liability, corporate capacity, constitutional documents, corporate groups, promoters, pre-incorporation contracts, and the circumstances in which courts may disregard the corporate form.
The course addresses the allocation of authority among shareholders, directors, officers, and committees; fiduciary and statutory duties; conflicts of interest; oversight; shareholder remedies; share capital; securities issuance; distributions; debt finance; secured lending; disclosure; regulatory compliance; insolvency-related duties; mergers; acquisitions; takeovers; reorganizations; schemes; and corporate dissolution. Students evaluate stakeholder interests, sustainability, corporate social responsibility, securities regulation, and ethical decision-making while developing skills in legal analysis, corporate advice, document review, and remedy selection.
Learning Outcomes
- Explain the principles of corporate personality, limited liability, corporate capacity, and the legal consequences of incorporation.
- Analyze the authority, responsibilities, and accountability of shareholders, directors, officers, and corporate committees.
- Evaluate directors' decisions against fiduciary duties, duties of care, loyalty, good faith, disclosure, oversight, and applicable business judgment principles.
- Identify governance, financing, compliance, insolvency, and conflicts-of-interest risks in corporate structures and transactions.
- Advise on shareholder voting, meetings, resolutions, information rights, derivative actions, oppression or unfair-prejudice remedies, and minority protection.
- Analyze share capital, securities issuance, distributions, dividends, debt finance, secured lending, and corporate disclosure requirements.
- Evaluate the legal structures and risks associated with mergers, acquisitions, takeovers, reorganizations, schemes, and dissolution.
- Draft or review selected corporate documents and recommend legally sound remedies using authoritative legal sources.
- Synthesize stakeholder, sustainability, corporate social responsibility, regulatory, and ethical considerations in corporate decision-making.
Timetable
| Type | Length | Frequency | Period |
|---|---|---|---|
| Lecture | 2 hours | Weekly | All semester |
| Tutorial | 1 hour | Weekly | All semester |
| Workshop | 2 hours | Fortnightly | All semester |
Assessment Schedule
| Type | Description | Weighting |
|---|---|---|
| Assignment | Case analysis and corporate governance memorandum | 20.00% |
| Deliverable | Corporate document drafting exercise | 15.00% |
| Tutorial | Tutorial participation and applied problem solving | 10.00% |
| Test | Mid-semester test | 20.00% |
| Exam | Final examination | 35.00% |
Prerequisites
Teaching Staff & Programs
This course is delivered jointly by faculty from the participating programs listed below. In line with the Douchewater Way, the University of Sexology tailors core instruction directly to each cohort's specific discipline — adapting curriculum to program needs rather than forcing students into a one-size-fits-all model. Learn more about our approach at The Douchewater Way.
