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Overview

Course Prescription

A general introduction to the law relating to companies incorporated under the Companies Act 1993 including the nature of corporate personality, the organisation of decision-making within companies, the making of contracts by companies, the duties of directors and the rights and remedies of shareholders.

Course Overview


Company law is concerned with the law relating to and regulating the formation of companies under the Companies Act 1993 (CA93), relationships internal to companies (such as between shareholders or between shareholders and directors), and the relationships between companies and the outside world (including contracting third parties and creditors). This course typically covers:

  • the history of the corporate form, and the role of companies in society
  • the principle of a company’s separate legal personality
  • the rule of limited liability  
  • corporate decision 
  • corporate organisation
  • corporate constitutions 
  • how companies make contracts 
  • the use of corporate constitutions and shareholder agreements
  • the issuing of, and rights attaching to, shares
  • the rules regulating dividends and other company distributions
  • shareholders’ rights and remedies

The above list is indicative and may vary.

The course does not consider the regulation of the issuing and trading of securities, takeovers, or mergers. These matters are primarily dealt with in other statutory regimes, in particular the Financial Markets Conduct Act 2013, the Takeovers Act 1993, and the Commerce Act 1986. Although corporate insolvency is addressed by the Companies Act 1993, this subject is merely touched on occasionally in this course.

Course Rationale

Companies are an integral part of modern society and few of us will go through our life without interacting with a company. Knowledge of company law is therefore of benefit whilst interacting with companies. This course is designed to provide students with a knowledge of the basic principles of company law. In addition companies play an important role in modern society as one of the foundations of the market economy and as effective vehicles for aggregation of capital.

Workload Expectations

This is a standard 15-point course. There will be around 24  hours of lectures in this course and 4 hours of workshops.  As a general guide, you should expect a workload of three hours outside of the classroom for each hour spent in class. The guideline for the total workload for this course is 150 hours.

Course Prerequisites, Corequisites and Restrictions

Prerequisite
Restriction

Locations and Semesters Offered

LocationSemester
City

Teaching and Learning

Campus Experience

Attendance is expected at the lecture component of the course.

Lectures will be available as recordings, though this cannot be guaranteed.  As such we encourage attendance in person in the lectures. Lectures will also include elements of interactions which will not be picked up by the recording.

Workshops will not be recorded, and attendance at these in person will be required.

The course will not include live online events (except where a Zoom lecture is required to replace an in-person lecture in exceptional circumstances).

The activities for the course are scheduled in a varied timetable to take account of mixed mode delivery. The Timetable will be posted on CANVAS.

Learning Resources

Taught courses use a learning and collaboration tool called Canvas to provide students with learning materials including reading lists and lecture recordings (where available). Please remember that the recording of any class on a personal device requires the permission of the instructor.

Additional Information on Learning Resources

There is no required text for the course. However, students may find particularly helpful the recent edition of Corporate Law in New Zealand  (Thompson) by Watson and Taylor.    Directors' Powers and Duties (3rd ed, 2022) by Peter Watts KC may also prove helpful. 

Copyright

The content and delivery of content in this course are protected by copyright. Material belonging to others may have been used in this course and copied by and solely for the educational purposes of the University under license.


You may copy the course content for the purposes of private study or research, but you may not upload onto any third-party site, make a further copy or sell, alter or further reproduce or distribute any part of the course content to another person.

Learning Continuity

In the event of an unexpected disruption, we undertake to maintain the continuity and standard of teaching and learning in all your courses throughout the year. If there are unexpected disruptions the University has contingency plans to ensure that access to your course continues and course assessment continues to meet the principles of the University’s assessment policy. Some adjustments may need to be made in emergencies. You will be kept fully informed by your course co-ordinator/director, and if disruption occurs you should refer to the university website for information about how to proceed.

Academic Integrity

The University of Auckland will not tolerate cheating, or assisting others to cheat, and views cheating in coursework as a serious academic offence. The work that a student submits for grading must be the student's own work, reflecting their learning. Where work from other sources is used, it must be properly acknowledged and referenced. This requirement also applies to sources on the internet. A student's assessed work may be reviewed for potential plagiarism or other forms of academic misconduct, using computerised detection mechanisms.

Similarly, research students must meet the University’s expectations of good research practice. This requires:

  • Honesty - in all aspects of research work
  • Accountability - in the conduct of research
  • Professional courtesy and fairness – in working with others
  • Good stewardship – on behalf of others
  • Transparency – of research process and presentation of results
  • Clarity - communication to be understandable, explainable and accessible

For more information on the University’s expectations of academic integrity, please see the Academic Conduct section of the University policy hub.

Disclaimer

Elements of this outline may be subject to change. The latest information about taught courses is made available to enrolled students in Canvas.

Students may be asked to submit assessments digitally. The University reserves the right to conduct scheduled tests and examinations online or through the use of computers or other electronic devices. Where tests or examinations are conducted online remote invigilation arrangements may be used. In exceptional circumstances changes to elements of this course may be necessary at short notice. Students enrolled in this course will be informed of any such changes and the reasons for them, as soon as possible, through Canvas.


Assessment and Learning Outcomes

Course Learning Outcomes

CLO #OutcomeProgramme Capability Link
1
2
3
4
5
6
7

Assessments

Assessment TypeAssessment PercentageAssessment Classification

Assessment to CLO Mapping

Assessment Type1234567

Student Feedback, Support and Charter

Student Feedback

Feedback on taught courses is gathered from students at the end of each semester through a tool called SET or Qualtrics. The lecturers and course co-ordinators will consider all feedback and respond with summaries and actions. Your feedback helps teachers to improve the course and its delivery for future students. In addition, class Representatives in each class can take feedback to the department and faculty staff-student consultative committees.

Additional Information on Student Feedback

LawComm464 has been noted as quite a content heavy course.  In an effort to respond to this, content has been reduced slightly and replaced with interactive workshops to allow for more discursive and active sessions. 

Class representatives

Class representatives are students tasked with representing student issues to departments, faculties, and the wider university. If you have a complaint about this course, please contact your class rep who will know how to raise it in the right channels. See your departmental noticeboard for contact details for your class reps.

Tuākana

Tuākana is a multi-faceted programme for Māori and Pacific students providing topic specific tutorials, one-on-one sessions, test and exam preparation and more. Explore your options at Tuakana Learning Communities.

Inclusive Learning

All students are asked to discuss any impairment related requirements privately, face to face and/or in written form with the course coordinator, lecturer or tutor.

Student Disability Services also provides support for students with a wide range of impairments, both visible and invisible, to succeed and excel at the University. For more information and contact details, please visit the Student Disability Services’ website.

Wellbeing

We all go through tough times during the semester, or see our friends struggling. There is lots of help out there - please see the Support Services page for information on support services in the University and the wider community.

Special Circumstances

If your ability to complete assessed work is affected by illness or other personal circumstances outside of your control, contact a member of teaching staff as soon as possible before the assessment is due. If your personal circumstances significantly affect your performance, or preparation, for an exam or eligible written test, refer to the University’s aegrotat or compassionate consideration page. This should be done as soon as possible and no later than seven days after the affected test or exam date.

Student Charter and Responsibilities

The Student Charter assumes and acknowledges that students are active participants in the learning process and that they have responsibilities to the institution and the international community of scholars. The University expects that students will act at all times in a way that demonstrates respect for the rights of other students and staff so that the learning environment is both safe and productive. For further information visit Student Charter.

Student Academic Complaints and Disputes

Students with concerns about teaching including how a course is delivered, the resources provided, or supervision arrangements, have the right to express their concerns and seek resolution. The university encourages informal resolution where possible, as this is quicker and less stressful. For information on the informal and formal complaints processes, please refer to the Student Academic Complaints Statute in the Student Policies and Guidelines section of the Policy Hub.