Assignment \u2013 Semester 2, 2022<\/p>\n
Semester 2, 2022
\nApplied Corporate Law
\nInstructions
\n1 Your assignment should address the question(s) and stated learning outcomes by drawing on appropriate learning from Modules 1 to 6 of the subject materials.
\n2 The assignment is an opportunity to demonstrate your learning, including theory and its practical application. To address the question(s) in this assignment, you are to draw from the core materials in the subject notes, prescribed readings and textbooks, and the resources provided in the Governance Institute Learning Management System, but should not be limited by these materials.
\n3 The assignment counts for 30 per cent of your total mark in this subject.
\n4 The total word limit for this assignment is 3,000 words. You are cautioned that there are penalties for exceeding the word limit, namely a deduction of marks. There will be no penalty if the assignment exceeds this word limit by 10 per cent or less. However, for every 500 words or part thereof beyond the stipulated assignment word limit of 3,000 words, ten marks will be deducted from the total of 100 marks available for the assignment. You must declare the total number of words (excluding footnote references) in your assignment.
\n5 The Assignment Assessment Rubric provides guidance on the criteria and performance indicators against which your submission will be assessed.
\n6 Answers must contain original thought and ideas. You must acknowledge, through accurate in-text citation and referencing, any idea supported by or contrasted with the work of another author.
\n7 The date for submission is Tuesday, 4 October 2022.
\n2
\nApplied Corporate Law
\n\u00a9 Governance Institute of Australia
\nImportant note to students
\n\u2022 This assignment contains two (2) questions. You are required to complete both questions.
\n– Question 1 is based on the scenario.
\n– Question 2 is independent of Question 1. Do not refer to the scenario when answering
\nQuestion 2.
\n\u2022 The use of headings and sub-headings are encouraged.
\n\u2022 Do not present your answers in a table format.
\n\u2022 A component of your total mark is based on academic referencing and integrity.
\nMarking rubric
\nYour assignment will be assessed according to the criteria and mark distributions stated in the
\nAssignment Assessment Rubric:
\n\u2022 Question 1 (70 marks)
\n– Knowledge and understanding of the relevant legal framework applicable to the facts
\n– Ability to apply relevant corporate law principles, including directors\u2019 and officers\u2019 duties, to the particular circumstances
\n– Ability to apply relevant legal defences applicable to the facts
\n– Knowledge and understanding of the relevant penalty regime under the Corporations Act
\n\u2022 Question 2 (20 marks)
\n– Knowledge and understanding of the relevant legal framework applicable to the facts
\n– Ability to apply relevant corporate law principles and practices to the particular circumstances
\n– Quality of analysis
\n\u2022 Academic referencing and integrity (10 marks)
\nSubject learning outcomes
\nYour assignment will be assessed according to the following subject learning outcomes (SLOs):
\n\u2022 Conceptualise knowledge of the theories and principles related to the management and regulation of commercial organisations (SLO 1)
\n\u2022 Give a reasoned opinion on the types of corporate structures available to a variety of types of organisations and their appropriateness (SLO 2)
\n\u2022 Critically appraise the legal and other issues arising in complex scenarios and apply relevant law such as under the relevant legislation in jurisdiction (SLO 3)
\n\u2022 Critically examine the impact of the external regulatory environment on the operation and structure of commercial organisations (SLO 4)
\n\u2022 Demonstrate and exercise appropriate judgment on presenting advice on commercial and legal issues in a relevant form (SLO 5)
\nAssignment \u2013 Semester 2, 2022
\n\u00a9 Governance Institute of Australia 3
\nScenario
\nSam is one of four directors of Golden Mines NL (Golden), an Australian company which is not listed on the ASX or any other securities exchange. He is also the chief executive officer of the company.
\nThe other directors are Mary, who is the chair; and two non-executive directors, Brook and Rich. The two non-executive directors do not receive a fee for their directorship, which they had foregone in
\nexchange for a debt owed to Golden. The board of Golden had written off this debt at a recent board meeting in which all of the directors participated. The debt was worth more than the fees the non-executive directors were capable of earning. Sally is the company\u2019s chief financial officer (CFO).
\nKelly, who is the company\u2019s secretary, has recently entered into a personal insolvency agreement with her creditors following a spate of bad luck in failed property deals after the recent property boom
\nin Sydney. Kelly is highly proficient in the use of technology and further, born and educated in New Zealand, finds it very convenient to work from her lakeside home in New Zealand.
\nSam met Lee, the managing director of Dragon Mining NL (Dragon), at a mining industry conference in Perth in early January 2022. Sam had attended the conference as a delegate of Golden. In a casual conversation during a morning tea break between Sam and Lee, Lee mentioned to Sam that Dragon was selling a gold mining lease for a mine in Western Australia and was looking for prospective purchasers. The price of gold on the international market at the time was at an all-time high and Sam quickly realised the potential value of this business opportunity.
\nOn his return to the Sydney office, Sam immediately informed Golden\u2019s board of directors about the
\nopportunity to acquire the gold mining lease for Golden. Sam also advised the board that it should
\nact quickly to have the business proposal approved to avoid missing the chance of purchasing the
\nlease from Dragon. The board had just reviewed their company\u2019s financial statements with the
\nassistance of their CFO, Sally. Sally informed the board of several sizeable short-term loans that
\nwere due for payment in August 2022. Relying on Sally\u2019s information, the board was reluctant to
\npursue the business proposal recommended by Sam. However, the board did indicate that it would
\nre-examine the business proposal at the next board of directors meeting scheduled a month later, at
\nthe end of February 2022.
\nIn late January 2022, Lee informed Sam that a Chinese company had offered to purchase the gold
\nmining lease from Dragon. The sale of the mining lease was to be finalised within a fortnight unless
\nthere was a better offer. Without wasting time, Sam immediately telephoned the chair, Mary, of
\nGolden to pass on the information. However, when she received this information from Sam, Mary
\nappeared disinterested and was far from enthusiastic in her response due to the financial information
\nthe board had received from the CFO during the last board meeting.
\nFearing the opportunity to acquire the gold mining lease would slip away, Sam immediately resigned
\nhis position as director of Golden. Trusting his own business instinct, Sam went ahead to make a
\nhigher competing offer to Dragon to purchase the gold mining lease in his personal name. As it so
\nhappened, Sam had a lot to be pleased about his decision and his business acumen, for the gold
\nmining lease he purchased turned out to be very profitable for him.
\nA recent review of the accounts of Golden by their external auditor has shown that all of the
\ncompany\u2019s loan repayments were actually long-term loans, all of which will be due in May 2024. The
\nAustralian Securities and Investments Commission (ASIC) has discovered that it has not received a
\ncopy of the company\u2019s annual report for the last two years, and a recent review of the company\u2019s
\nannual statement by ASIC in August 2022 still lists Sam as a director of Golden.
\n4
\nApplied Corporate Law
\n\u00a9 Governance Institute of Australia
\nQuestion 1 (70 marks)
\nAnalyse all the potential contraventions of the Corporations Act 2001 (Cth) that may have occurred in
\nthis scenario, including the potential liabilities for such contraventions under the Corporations Act.
\nQuestion 2 (20 marks)
\nNote: Question 2 is independent of Question 1. Do not refer to the scenario when answering
\nQuestion 2.
\nAssume that the directors of Golden NL want to change the nature of business activity from mining
\noperations to the marketing and sales of technology products in order to take advantage of the
\nbooming technology market.
\nAdvise the board if this is permissible and, if so, the manner in which this change in business activity
\ncan be achieved. In your answer, also consider options available to the board should the board be
\nconcerned that the required majority of shareholder votes to effect change may not be achieved.
\nAssignment word limit: 3,000 words
\nAssignment \u2013 Semester 2, 2022
\n\u00a9 Governance Institute of Australia 5
\nAssignment Assessment Rubric
\nCriteria High distinction 85\u2013100 Distinction 75\u201384 Credit 65\u201374 Pass 50\u201364 Fail 0\u201349
\nQuestion 1
\nKnowledge and
\nunderstanding of
\nthe relevant legal
\nframework
\napplicable to the
\nfacts
\nComprehensive knowledge and
\napplication of knowledge of the
\nrelevant statutory provisions
\ncontained in the Corporations Act
\nand relevant case law applicable to
\nthe facts
\nDetailed knowledge and
\napplication of knowledge of
\nthe relevant statutory
\nprovisions contained in the
\nCorporations Act and relevant
\ncase law applicable to the
\nfacts
\nGood knowledge and
\napplication of knowledge of the
\nrelevant statutory provisions
\ncontained in the Corporations
\nAct and relevant case law
\napplicable to the facts
\nAdequate knowledge and
\napplication of knowledge of the
\nrelevant statutory provisions
\ncontained in the Corporations Act
\nand relevant case law applicable
\nto the facts
\nWeak knowledge and
\napplication of knowledge of the
\nrelevant statutory provisions
\ncontained in the Corporations
\nAct and relevant case law
\napplicable to the facts
\nAbility to apply
\nrelevant corporate
\nlaw principles,
\nincluding directors\u2019
\nand officers\u2019 duties,
\nto the particular
\ncircumstances
\nInsightful and in-depth coverage of
\nrelevant corporate law principles,
\nincluding the performance
\nassessment of directors and
\nofficers in compliance with the
\nspecific provisions analysed under
\nthe Corporations Act
\nDetailed consideration of the
\nrelevant corporate law
\nprinciples, including the
\nperformance assessment of
\ndirectors and officers in
\ncompliance with the specific
\nprovisions analysed under the
\nCorporations Act
\nGood consideration of the
\nrelevant corporate law
\nprinciples, including the
\nperformance assessment of
\ndirectors and officers in
\ncompliance with the specific
\nprovisions analysed under the
\nCorporations Act
\nSome consideration of the
\nrelevant corporate law principles,
\nincluding the performance
\nassessment of directors and
\nofficers in compliance with the
\nspecific provisions analysed under
\nthe Corporations Act
\nLittle or no consideration of the
\nrelevant corporate law
\nprinciples, including the
\nperformance assessment of
\ndirectors and officers in
\ncompliance with the specific
\nprovisions analysed under the
\nCorporations Act
\nAbility to apply
\nrelevant legal
\ndefences
\napplicable to the
\nfacts
\nComprehensive analysis of the
\nprospects of directors\u2019 and officers\u2019
\nsuccessful reliance on relevant
\nlegal defences
\nDetailed analysis of the
\nprospects of directors\u2019 and
\nofficers\u2019 successful reliance
\non relevant legal defences
\nGood analysis of the prospects
\nof directors\u2019 and officers\u2019
\nsuccessful reliance on relevant
\nlegal defences<\/p>\n","protected":false},"excerpt":{"rendered":"
Assignment \u2013 Semester 2, 2022 Semester 2, 2022 Applied Corporate Law Instructions 1 Your assignment should address the question(s) and stated learning outcomes by drawing on appropriate learning from Modules\u2026<\/p>\n","protected":false},"author":3,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[4791],"tags":[6305],"class_list":["post-45201","post","type-post","status-publish","format-standard","hentry","category-assessment-brief-task-help","tag-applied-corporate-law"],"_links":{"self":[{"href":"https:\/\/www.essaybishops.com\/essays\/wp-json\/wp\/v2\/posts\/45201","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.essaybishops.com\/essays\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.essaybishops.com\/essays\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.essaybishops.com\/essays\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/www.essaybishops.com\/essays\/wp-json\/wp\/v2\/comments?post=45201"}],"version-history":[{"count":1,"href":"https:\/\/www.essaybishops.com\/essays\/wp-json\/wp\/v2\/posts\/45201\/revisions"}],"predecessor-version":[{"id":45203,"href":"https:\/\/www.essaybishops.com\/essays\/wp-json\/wp\/v2\/posts\/45201\/revisions\/45203"}],"wp:attachment":[{"href":"https:\/\/www.essaybishops.com\/essays\/wp-json\/wp\/v2\/media?parent=45201"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.essaybishops.com\/essays\/wp-json\/wp\/v2\/categories?post=45201"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.essaybishops.com\/essays\/wp-json\/wp\/v2\/tags?post=45201"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}