LAW7402 - Commercial and Corporate Practice

All materials produced for teaching this course of study, including all lectures delivered, all audio and visual aids* to presentation of lectures, and any supplementary materials are protected by copyright.

You are permitted to use these materials only for your personal study and research. Use of any part of the materials for other purposes, including sale of your personal lecture notes, without express permission of the copyright owner may infringe copyright. The copyright owner may take action against you for infringement.

*includes overheads, powerpoint slides and any online materials.

Go to the online resources for this unit...

Module Descriptions

Module 1: Business entities

In this module we will briefly be exploring the different types of business entities, the legislation and documentation associated with each. In the following modules some of these explorations will be expanded into greater detail. The module sets out the main rules applying to sole traders, partnerships, companies and trading trusts. We commence with consideration of the solicitor's role in business affairs and his or her role in assisting a client in choosing the right form of business. By the end of the module, you should be familiar with the most common ways to own and run a business and the main distinguishing characteristics of each entity. You should appreciate the advantages and disadvantages of a sole trader and partnership, as contrasted to a company.

Module 2: Partnerships

This module provides a more detailed analysis of the law relating to partnerships. The module explores the nature of the organization and the laws and formalities which govern its operation. An examination of the duties of partners to each other, relations between partners and third parties and the dissolution of a partnership will also be explored. As you complete the module you should be familiar with some problems that commonly crop-up in the context of carrying on a partnership business, the duties of partners and the usual clauses commonly found in a simple partnership agreement.

Module 3: Companies

This module serves as an introduction to the law and bodies regulating the activities of companies. We will examine the process of registration of companies and the role of the Australian Securities and Investments Commission (ASIC) and other regulatory bodies. By the end of this module, you should have a broad understanding of the nature of the organization, its governing law and the formalities involved in setting up, running and winding up a company, as well as an understanding of the various regulatory bodies that apply to companies.

Module 4: Business structures and their tax implications

You have now examined the legal nature of the various business entities. This module examines the issues to consider when advising clients in relation to appropriate structures/entities for either investments or business activities. The unit will examine briefly the taxation treatment of each of the different structures, provides tips and traps in relation to the use of each structure and examine the advantages and disadvantages of each structure.

Module 5: Sale of a business

In this module, you will explore the various issues that can arise in a sale of business transaction. For the purpose of this module, "business" means a small or medium sized commercial, industrial or professional business operated by an individual, small group of persons or a company.

Module 6: Taxation on the sale of a business

This module covers the taxation issues associated with the sale of a business. It looks at the choice of whether to sell the assets or the structure, allocation processes, capital gains tax and GST.

Module 7: Loans and Securities

The purpose of this module is to provide an introduction to the various types of financial arrangements and securities available to the borrower and lender. You will explore the continuing and potential liabilities of the borrower and the lender under certain financing and security arrangements and examine certain standard loan documents.