HA3021 Corporations Law Group Assignment | Good Grade Guarantee!
HOLMES INSTITUTEFACULTY OFHIGHER EDUCATION
HA3021 Corporations Law Group Assignment 2019
Assessment Details and Submission Guidelines
HA3021 Group Assignment
Purpose of theassessment (withULO Mapping)
The purpose of the Group Assignment is to provide students with an opportunityto work in a collaborative environment in solving two case problems by citing therelevant legal rules and cases and applying these to the facts of the case.In this Group Assignment, students are required to:4. Demonstrate the legal principles for managing a company in particular thecompany’s relationship with others.5. Critically analyse the concept of corporate internal rules and management.6. Analyse the role and responsibility of directors and members in themanagement of the company.7. Analyse the interaction between members’ rights, directors’ duties andcorporate governance.
25% of the total assessment marks
25 (15% for the Group Report and 10% for the Presentation)
Group Written Report of maximum 2,000 words and a 10 minute presentation
All work must be submitted on Blackboard by the due date along with acompleted Assignment Cover Page. The assignment must be in MS Word format, no spacing, 12-pt Arial font and2 cm margins on all four sides of your page with appropriate section headingsand page numbers. Reference sources must be cited in the text of the report, and listedappropriately at the end in a reference list using the Australian Guide to LegalCitation (AGLC).NOTE: DO NOT USE Harvard Method. The Assignment MUST be inAGLC/Oxford Protocol. 5 marks WILL BE DEDUCTED if Harvard Methodis used.
Page 2 of 11HA3021 Corporations Law Group Assignment T3 2019Assignment SpecificationsPurpose: The Group Assignment aims to provide students with an opportunity to work in acollaborative environment in reporting on a recent Australian Corporations Law case relatingto Directors Duties and breaches of Directors Duties.Students are to form groups, with a minimum of 3 and a maximum of 5 students pergroup. The assignment consists of 2 parts: a 2,000 word written report and a 10 minute(maximum) in-class or video presentation.Instructions: Please read and re-read carefully to avoid mistakes.General instructions: Research Australian cases (ideally not more than 10 years old sincethe decision by the Court) involving breach of company director’s/officer’s duties under theCorporations Act 2001 (Cth). You may also refer to the list of suggested cases attached tothese instructions.Group report (15%)1. The Group is required to write a commentary regarding the following: (The main themeis on Directors Duties)Marvin and his wife Vivi, own shares in a company called Strata Schemes Pty Ltd. Vivi isalso a member of the Board of Directors along with two others who are Jane and Carl.The total number of Directors on this Board is three.Marvin is known to Jane and Carl and both Directors are aware that Marvin and includinghis wife Vivi can be quite intimidating. Marvin through his wife Vivi, wants to see that theBoard approve a deal in which Strata Schemes Pty Ltd will agree to enter into a contractwith a third party which both Martin and Vivi have an interest in.The Notice of the Proposed Dealing was presented to Jane and Carl at a Board ofDirectors meeting. The information contained in this Notice was vague and it wasunsigned and it left Carl feeling rather uncomfortable to endorse. Carl thought that sincethis unsigned Notice of Proposal is presented by Vivi, he asked her a series of questionsabout this document and she confessed that she and her husband Marvin have a vestedinterest in the third party in which they could potentially gain an advantage.Carl was not impressed and he told Vivi that she can’t vote on this Notice. Vivi reluctantlyleft the Board meeting and so the Notice was voted on by Jane and Carl. The result wasa tie – one a piece – and as a consequence of a tied vote the Notice of Proposal wasrejected.Marvin and Vivi were told of this decision and they both were infuriated.Marvin somehow found out that Carl was the one that voted against the Notice of Proposaland now has demanded that he ‘change his vote’ and he believes that Carl is beingunreasonable. Marvin also wanted to know from Carl why he voted no and demanded anexplanation.Page 3 of 11HA3021 Corporations Law Group Assignment T3 2019Marvin then demanded that another Board of Directors meeting be held and the sameNotice of Proposal be put to the Board to vote on because he ‘found’ information on theinternet that his wife can actually vote on this Notice because he claims that it’s not aconflict of interest.Carl is worried. He feels that Jane will side with Vivi in allowing this Notice of Proposal topass. Carl is concerned because it’s not for the benefit of the company and also for theshareholders.Carl has now come to you for some guidance. He wants to know the following:a) Is there a conflict of interest on the part of Vivi to vote on a Notice of Proposal whichshe and her husband will gain an advantage through their connection with the thirdparty?b) Is she breaching her duty as a Director? (With this particular question, explain to Carlthe statutory duties of a Director and whether or not she is in breach of her directorsduties)2. The Group report must be submitted via SafeAssign on Blackboard.3. The word count for the report is 2,000 word, with a 10% allowance under or over the2,000 word limit. Please write the total word count for your report on the assignmentcover sheet.4. A minimum of six (6) scholarly and academic references must be cited. One of thesesources must be the case that is the topic of the report. The references must be citedboth in-text and in a reference list at the end of the report.Group presentation (10%)1. Present the report in class or video recording. Your lecturer will advise which is moreappropriate.a. If in-class presentation, all members must present on the day. If videopresentation, groups must show to the satisfaction of the lecturer that allgroup members made a reasonable contribution to the group work.b. Non-compliance with this requirement may result in a failing mark for theentire group.2. If your group is doing a video presentation, your video link must be uploaded to apublicly-viewable video sharing platform (ex. Youtube, Dropbox, Google drive) andthe video link uploaded on Blackboard.3. Whether in-class or video presentation, the minimum presentation length is 10minutes and should not exceed 15 minutes.Page 4 of 11HA3021 Corporations Law Group Assignment T3 2019IMPORTANT REMINDERS:
You must either email or provide your lecturer with the list of group members byweek 7.All group report submissions must be de done online and run through SafeAssign.
No hard copies are to be submitted. Only one group member needs to submit for thewhole group. Please fill in the “Rubric Group Report” sheet (available in Blackboard under“Assignments and Due dates) and attach as a cover sheet to your group report andupload on Blackboard. Each team member also must also submit to their lecturer a “Peer Evaluation ofIndividual Participation in Group Assignment” sheet (available in Blackboard under“Assignments and Due dates) with their presentation/video. No submission of either the group report or video presentation link on Blackboard /SafeAssign is equivalent to non-submission, which will merit a mark of 0 (zero) forthe whole group for this assessment.
Groups of less than 3 and more than 5 people will receive an automatic penalty of50% of the total assessment weight (10 marks).
Late submissions will be subject to Holmes Institute policy on student assessmentsubmission and late penalties (please refer to subject outline and Studenthandbook). All reports are expected to observe proper referencing in accordance with theAustralian Guide to Legal Citation (AGLC). A copy of the AGLC may be read onlinefor free via this link:https://law.unimelb.edu.au/ data/assets/pdf_file/0005/2877782/AGLC3.pdf Refer to the following: 2019 Holmes Institute Student Handbook:4. Faculty of Higher Education Study Skills p.22 onwards4.1 Guide to Academic ReferencingReferencing is a convention of academic writing that students must follow for severalreasons,including:acknowledging the ideas, information, and words of others;enabling readers to judge your understanding and use of existing knowledge;avoiding accusations of plagiarism.4.2 Legal Referencing p.254.2.1 Legal CitationCorrect legal citation is essential. Something as simple as the incorrect use of abracket can change the meaning of the citation. In general terms the law comes fromtwo sources; the decisions of courts in cases (‘case law’ or ‘common law’) and thelegislation made by parliament (‘statute law’).Page 5 of 11HA3021 Corporations Law Group Assignment T3 20194.2.2 Citing Case Law4.2.3 Citing Legislation4.3 Guide to Academic Integrity p.27-28Holmes Institute places strong emphasis on Academic Integrity and views any formsof academic misconduct such as cheating, contract cheating and plagiarism as seriousoffences. Academic misconduct in any form for any form of assessment is nottolerated.4.3.1 Cheating4.3.2 Plagiarism p.27Plagiarism is any act to steal or pass off (the ideas or words of another) as one’sown, use (another’s production) without crediting the source, and commit literarytheft, present as new and original an idea or product derived from an existing source.Plagiarism also includes self-plagiarism, which is using your own previous work tosatisfy a requirement for a new piece of work. It is the responsibility of the studentwho is submitting the work, to ensure that the work is in fact her/his own work.Incorporating another’s work or ideas into one’s own work without appropriateacknowledgment is an academic offence. Students should submit allassignments for plagiarism checking on Blackboard before final submission inthe unit.Plagiarism includes but is not limited to:presentation of the work, ideas, statements or words of another as one’s own;paraphrasing without acknowledging the authorship and source through propercitation;direct quotation of any source material without proper citation;submitting papers written by another person as your own;offering false, fabricated or fictitious sources or data for papers, reports, and otherreference material;this includes but is not limited to the submission of a work, in part or in whole,completed by another.4.3.3 Consequences of Academic MisconductHolmes Institute does not tolerate academic misconduct. Different forms of academicmisconduct attract different consequences depending on the severity of the breach ofacademic integrity and the student’s experience in higher education, including but notlimited to whether a student has previously been in breach of academic integrity.Depending on the act of academic misconduct, the consequence may be determinedby the lecturer/faculty member or representative, the Board of Examiners and/or theAcademic Board.18.104.22.168 Consequences of Cheating22.214.171.124 Consequences of Plagiarism and Contract CheatingPage 6 of 11HA3021 Corporations Law Group Assignment T3 2019Marking criteria
Group Report (see detailed marking rubric below)
Presentation (see detailed marking rubric below)
Page 7 of 11HA3021 Corporations Law Group Assignment T3 2019Marking RubricWritten Report
Total marks available: 10
Case introductionIdentifies material factsinvolved in the case.Identifies the legal issues /legal question and relevantlaw (i.e. specific provisionsof the Corporations Act2001 (Cth)2 marks
2 marksCompletelyidentifies allrelevant facts ofcaseCorrectlyidentifies allrelevant legalissues and arestated in the formof questions.Correctlyidentifies relevantand appropriatelegal rules andcase law, andstates them in theform ofstatements
1.5 markIdentifies mostof the relevantfacts of caseIssues correctlyidentified, butmay containextraneousinformation andare not stated inthe form ofquestions.Legal rules andcase lawcorrectlyidentified, butmay containextraneous infoand are not inthe form ofstatements.
1 markIdentifies thebasic relevantfacts of the casebut misses otherrelevant factsIssue are notcompletelyidentified.Legal rules andcase law notcorrectlyidentified.
Below 1 markDoes not identifyrelevant facts of caseor cites irrelevantfacts (i.e. proceduralfacts)Identifies incorrect orirrelevant issues.Identifies incorrect orirrelevant legal rulesand case law.
Breaches of directors’duties under theCorporations Act 2001(Cth)Discussion of the facts thatled to charges of breachesof directors’ duties beingbrought against thedirectors of the company.Identifies the specificprovisions of theCorporations Act 2001(Cth) that were allegedlybreached by the directors.Discussion of the directorsduties / responsibilitiesbreached (ex, CA sections181 or 588G) and why theduties were breached ornot breached, withreference to specific factscited in the decision.2 marks
2 marksComplete yetsuccinctdiscussion of thefacts that led tocharges ofbreaches ofdirectors’ dutiesbeing broughtagainst thedirectors of thecompany.Identifies thespecificprovisions of theCorporations Act2001 (Cth) thatwere allegedlybreached by thedirectors.Complete yetsuccinctdiscussion of thedirector’s duties /responsibilitiesbreached (ex, CA
1.5 markIncomplete yetgood discussionof the facts thatled to charges ofbreaches ofdirectors’ dutiesbeing broughtagainst thedirectors of thecompany.Identifies thespecificprovisions of theCorporations Act2001 (Cth) thatwere allegedlybreached by thedirectors.Incomplete yetgood discussionof the director’sduties /responsibilitiesbreached (ex,CA sections 181
1 markIncomplete andpassablediscussion of thefacts that led tocharges ofbreaches ofdirectors’ dutiesbeing broughtagainst thedirectors of thecompany.Does not clearlyidentify thespecificprovisions of theCorporations Act2001 (Cth) thatwere allegedlybreached by thedirectors.Incomplete andpassablediscussion of thedirector’s duties /responsibilities
Below 1 markPoor or no discussionof the facts that led tocharges of breachesof directors’ dutiesbeing brought againstthe directors of thecompany.Does not identify thespecific provisions ofthe Corporations Act2001 (Cth) that wereallegedly breachedby the directors.Poor or no discussionof the director’sduties /responsibilitiesbreached (ex, CAsections 181 or588G) and why theduties were breachedor not breached, withreference to specificfacts cited in thedecision.
Page 8 of 11HA3021 Corporations Law Group Assignment T3 2019
sections 181 or588G) and whythe duties werebreached or notbreached, withreference tospecific factscited in thedecision.
or 588G) andwhy the dutieswere breachedor not breached,with reference tospecific factscited in thedecision.
breached (ex, CAsections 181 or588G) and whythe duties werebreached or notbreached, withreference tospecific factscited in thedecision.
Analysis of the Court’sdecisionDiscussion and criticalanalysis of thecourt/tribunal decision andthe reason for the decisionin view of the CorporationsAct 2001 (Cth)2 marks
2 marksComplete andthoroughdiscussion of thecourt/tribunaldecision and thereason for thedecision in viewof theCorporations Act2001 (Cth)Shows a superiorlevel of criticalanalysis of thecourt’s decision.
1.5 markDiscussion ofthe court/tribunaldecision and thereason for thedecision in viewof theCorporations Act2001 (Cth) iseitherincomplete orlacks materialaspects but isotherwise good.Shows a highlevel of criticalanalysis of thecourt’s decision.
1 markDiscussion of thecourt/tribunaldecision and thereason for thedecision in viewof theCorporations Act2001 (Cth) iseither incompleteor lacks importantaspects and ismerely passable.Shows apassable level ofcritical analysis ofthe court’sdecision.
Below 1 markDiscussion of thecourt/tribunaldecision and thereason for thedecision in view ofthe Corporations Act2001 (Cth) isincomplete, lacksimportant aspectsand is substandard.Shows a poor level ofcritical analysis of thecourt’s decision.
Relevance and impact ofthe decisionDiscusses the relevance ofthe decision to thedevelopment of Australiancorporations law or theimpact of the decision onthe operation of companiesin Australia.Shows research on thewritings of other legalscholars, law professors,and noted legalpractitioners who havewritten about the chosencase.2 marks
2 marksSuperior level ofdiscussion of therelevance of thedecision to thedevelopment ofAustraliancorporations lawor the impact ofthe decision onthe operation ofcompanies inAustralia.Showssubstantialresearch on thewritings of otherlegal scholars,law professors,and noted legalpractitioners whohave writtenabout the chosencase.References thesewritings.
1.5 markGood level ofdiscussion of therelevance of thedecision to thedevelopment ofAustraliancorporations lawor the impact ofthe decision onthe operation ofcompanies inAustralia.Shows goodresearch on thewritings of otherlegal scholars,law professors,and noted legalpractitionerswho havewritten about thechosen case.Referencesthese writings.
1 markAcceptablelevel ofdiscussion of therelevance of thedecision to thedevelopment ofAustraliancorporations lawor the impact ofthe decision onthe operation ofcompanies inAustralia.Shows basicresearch on thewritings of otherlegal scholars,law professors,and noted legalpractitioners whohave writtenabout the chosencase.References thesewritings.
Below 1 markSub-standardlevel of discussion ofthe relevance of thedecision to thedevelopment ofAustraliancorporations law orthe impact of thedecision on theoperation ofcompanies inAustralia.Shows little or noresearch on thewritings of other legalscholars, lawprofessors, and notedlegal practitionerswho have writtenabout the chosencase.Makes no referenceto these writings.
Page 9 of 11HA3021 Corporations Law Group Assignment T3 2019
Citation and referencing(including minimum numberof references) andPresentation2 marks
2 marksCorrectly citesminimum of 6references, intext and inreference list.Professionallanguage. Nogrammatical,punctuation orspelling errors.
1.5 markHas minimum of6 references; orhas occasionalerrors informatting of intext citationsand referencelistSome mistakes.Does not detractfromunderstanding.
1 markDoes not haveminimum of 6references andcontains errors informatting of intext citations andreference listMany mistakes.Detracts fromunderstanding.Sloppy.
Below 1 markNo referencing eitherin-text or in referencelist; orcites inappropriatereferences; or allreferences not citedin the correct format.Reflects no realeffort.
DeductionsExcess word count (1 markfor every 25 words over)Under the word limit (1mark for every 25 wordunder)Lacks minimum of 6references (1 mark forevery missing reference)
Total marks available: 10
Group memberparticipation and divisionof parts1.5 marks
1.5 marksAll groupmemberspresented andpresentation isequally dividedamong groupmembers;presentationshows anexcellent level ofeffort
1 markAll groupmemberspresented butpresentation isnot equallydivided amonggroup members;presentationshows a highlevel of effort
0.75 markNot all groupmemberspresented orpresentation isnot equallydivided amonggroup members;but presentationshows averageeffort.
Below 0.75 markNot all groupmembers presentedand presentationdoes not show realeffort.
Depth of analysis andevidence ofunderstanding of theissues presented andcritical thinking inanswers4 marks
4 marksDisplays in-depthanalysis andevidence ofstrongunderstanding ofthe issuespresented andcritical thinking inanswers.
3.5 to 3.0marksDisplays stronganalysis andunderstanding ofthe issuespresented andcritical thinkingin answers.
2.5 to 2.0 marksShowsacceptable levelof analysis andunderstanding ofthe issues.
Below 2 marksDoes not showacceptable level ofanalysis andunderstanding of theissues; merely readsfrom preparedanswers.
Page 10 of 11HA3021 Corporations Law Group Assignment T3 2019
Level of professionalismof presentation (includingmembers in appropriatebusiness attire; and useof visual aids)3 marks
3 marksHigh-level ofprofessionalismof presentation
2 marksAbove averagelevel ofprofessionalismof presentation
1.5 marksAverage level ofprofessionalismof presentation
Below 1.5 marksBelow average levelof professionalism ofpresentation
Overall clarity ofpresentation1.5 marks
1.5 marksExtremely clear,succinctpresentation
1 markHigh level ofclarity andsuccinctness ofpresentation
0.75 markAverage level ofclarity andsuccinctness ofpresentation
Below 0.75 markBelow average levelof clarity andsuccinctness ofpresentation
List of suggested Corporations law casesNote: these cases are only suggestions. Students are encouraged to do their ownresearch and find other cases dealing with directors’ breaches of duties under theCorporations Act 2001 (Cth). Students may show their chosen case to their lecturerfor confirmation prior to commencing their group report.1. Gore v ASIC  FCAFC 132. Asden Developments Pty Ltd (in liq) v Dinoris (No 3)  FCA 7883. ASIC v Cassimatis (No. 8)  FCA 10234. ASIC v Flugge (No 2)  VSC 117 (sequel to ASIC v Flugge & Geary  VSC779)5. ASIC v Padbury Mining Limited  FCA 9906. ASIC v Sino Australia Oil and Gas Limited (in liq) (2016)7. ASIC v Mariner Corporation Limited  FCA 5898. Forty Two International Pty Limited v Barnes  FCA 85 – delete this case as notreally on directors’ duties9. ASIC v Australian Property Custodian Holdings Limited (No 3)  FCA 134210.ASIC v Hobbs  NSWSC 127611.Fodare Pty Ltd v Shearn  NSWSC 47912.ASIC v Fortescue Metals Group Ltd  FCAFC 1913.Groeneveld Australia Pty Ltd & Ors v Nolten & Ors (No 3)  VSC 53314.Jubilee Mines NL v Riley  WASCA 6215.ASIC v Narain  FCAFC 12016.ASIC v Maxwell & Ors  NSWSC 105217.ASIC v Edwards (No. 3)  57 ACSR 20918.ASIC v Stephen William Vizard  FCA 103719.ASIC v Plymin  175 FLR 124 (affirmed on appeal in Elliott v ASIC  10VR 369)20.ASIC v Parker r  21 ACLC 888;  FCA 26221.ASIC v Southcorp Limited (No 2)  FCA 1369 (27 November 2003); 203 ALR627; 22 ACLC 122.ASIC v Whitlam  NSWSC 59123.R v Rivkin  NSWSC 1182; 198 ALR 400; 45 ACSR 36624.R v Firns 51 NSWLR 548; 38 ACSR 223;  NSWCCA 19125.Kokotovich Constructions Pty Ltd v Wallington (1995) 13 ACLC 1113 (NSW Court ofAppeal)Page 11 of 11HA3021 Corporations Law Group Assignment T3 201926.R v Byrnes and Hopwood (1995) 183 CLR 501; (1995) 130 ALR 52927.AWA Ltd v Daniels (1992) 10 ACLC 933; on appeal Daniels v Anderson (1995)37 NSWLR 43828.Vrisakis v Australian Securities Commission  9 WAR 39529.Whitehouse v Carlton Hotel Pty Ltd  162 CLR 28530.Aberdeen Railway Co v Blaikie Bros (1854) 1 Macq 46131.Furs Ltd v Tonkies (1936) 54 CLR 583;32.State of South Australia v Marcus Clark (1996) 14 ACLC 101933.North West Transportation Co Ltd v Beatty (1887) 12 App Cas 58934.Regal (Hastings) Ltd v Gulliver  1 All ER 37835.Queensland Mines Ltd v Hudson (1978) 18 ALR 136.Kinsela v Russell Kinsela Pty Ltd (in liq) (1986) 4 NSWLR 72237.Roden v International Gas Applications (1995) 125 FLR 39638.Camelot Resources Ltd v MacDonald (1994) 14 ASCR 43739.McGellin v Mount King Mining NL (1998) 144 FLR 228
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