Due: 4th September 2017
Length: 2,400 words
Submission method: turnitin
Topic*
In a proceeding on behalf of a company the terms ‘good faith’ and “in the best interests of the company” are used to authorise a Court to grant an application.
Required
With reference to the above statement, case law and the Corporations legislation answer the following:
a. What do the terms ‘good faith” and 'best interests of the company' mean as they are used in the Corporations Act 2001 (Cth)?
b. Do the expressions 'best interests of the company' and ‘in the interests of the company as a whole’ mean the same thing?
Marking criteria
Important information:
You are advised to consider the following information carefully before starting your assignment.
The assignment will be marked according to the following criteria:
Research (40%)
You are expected to demonstrate a comprehensive review of the primary law sources (legislation, case law) as well as an adequate review of secondary sources (for example textbooks, journal articles, case commentary, explanatory memoranda, Law Reform Commission reports). Your research should be used to identify and clearly state the relevant issues and legal principles and support your analysis.
Analysis (50%)
You are expected to analyse the information gathered and evaluate the relevant legal principles. You are also expected to demonstrate a logical development of your argument through clear analysis and by applying relevant legal principles to the resolution of the issue(s). Your analysis should also:
• integrate and evaluate relevant knowledge from the material covered in this unit;
• develop and sustain a concise and convincing legal argument through to a logical conclusion; and
• importantly, answer the specific question asked.
Technical aspects (10%)
You are expected to:
•
o Correctly reference and acknowledge sources. Please note the reference system adopted in this assignment can be either the AGLC 3 (Australian Guide to Legal Citation 3rd ed) or the Harvard referencing system. The referencing system adopted must be used correctly and consistently;
o use fluent, clear, concise writing that contains clear expression, correct grammar, syntax, sentence structure and spelling; and
o use headings and subheadings (where appropriate), an introduction, conclusion and bibliography or reference section.
HINT
Research Assignment Assignment Structure
• Introduction
• body and
• conclusion
What is required?
1. Identify the topic statement —
‘In a proceeding on behalf of a company the terms ‘good faith’ and “in the best interests of the company” are used to authorise a Court to grant an application.
2. Identify the specific requirements —
With reference to the above statement, case law and the Corporations legislation answer the following:
a. What do the terms ‘good faith” and 'best interests of the company' mean as they are used in the Corporations Act 2001 (Cth)?
b.Do the expressions 'best interests of the company' and ‘in the interests of the company as a whole’ mean the same thing?
'Research Assignment’ Part (a) The focus is on the terms:
• ‘good faith” and
• 'best interests of the company'”
as they are used together in the Corporations Act 2001 (Cth).
'Research Assignment’ Part (b)
4. Identify the required questions to be answered —
(b) Do the expressions 'best interests of the company' and ‘in the interests of the company as a whole’ mean the same thing?
Part (b): What is required?
The focus is on comparing the terms: •
'best interests of the company' and • ‘in the interests of the company as a whole’ So as to answer: Do the expressions mean the same thing? Aim at answering this question.
Use Headings Consider using headings to identify to the reader (and importantly the marker) what you are discussing.
For example • Introduction
• Part (a)
• ‘Good Faith’
• ‘Best interests of the company’
• Part (b)
• “best interests”
• and interests of the company as a whole”
• Conclusion
•
Research Assignment
• As the name ‘research Assignment’ suggests your discussion and analysis should be supported by a depth of research.
• Important: note the marking criteria.
• To avoid plagiarism you will need to cite the source of the information. ( Harvard Referencing Style)
• You are expected to cite the research, including cases that discuss the term
Cite the source
• Cite material correctly
• use inverted commas around “quoted material”.
• Quoted material is when you use exact words form an original source.]
• Paraphrased or summarised material (correctly cited) in a manner to develop your discussion is a better approach to excessive quoting
**Read the Assignment Topic carefully.
• Note the specific requirements: in particular the words ‘With reference to the above statement, case law and the Corporations legislation answer the following;”
• Do not forget about the assignment statement.
• Focus on Australian law (but English law could also be relevant).
Research
• The main focus of you discussion should be on explaining the terms stated in (a) and (b).
• Your research should include legislation, cases and commentary.
• Case law assists to demonstrate the legal principles.
• The commentary should include text books and journal articles.
• Avoid writing out large extracts from the legislation.
• Avoid writing out large extracts from the cases.
• Use cases & material to support your own discussion
• Use pinpoint citations (include page/paragraph)
Case Law
• Aim at discussing ‘case law’ under each of the requisite terms.
• Case law will assist to demonstrate your understanding and explanation of the terms required in (a) and (b).
• The term ‘case law’ includes general law cases and cases that interpret the relevant statutory provisions.
'Research Assignment’ – case law
• You are not expected to do in depth case analyses.
• When discussing cases avoid going off tangents. Stay connected with the assignment topic: (assess word count allocation.)
• For the purpose of the assignment the main thing you should get from the cases is the legal principles (what the law is)
Assignment & case law
• For example in Swansson v RA Pratt Properties Pty Ltd [2002] NSWSC 583, a case involving a shareholder bringing a derivative action against a director, Palmer J at [55] discussed the best interests of the company……
• It is helpful to provide a brief description (one line) what the case was about and proceed to discuss the legal principles noted in the case.
Referencing
• You can use either Harvard or AGLC3
• If you are using Harvard use a bibliography (all sources consulted).
• If you use footnotes (AGLC3) use a reference list (only sources cited).
How do I reference the Corporations Act?
• Corporations Act 2001 (Cth) (hereinafter called Corp.Act)
• s 124 Corporations Act 2001 (Cth)
• ss 124 and 125 Corporations Act 2001 (Cth)
• NB* See the document located in blackboard/Other Resources/Example referencing.
Pinpoint Referencing - Cases
• Charlton v Baber [2003] NSWSC 745' is fine for the reference list.
• However when you reference it in your discussion you should identify the judgment and paragraph number. This is essential for direct quotes.
• For example Charlton v Baber [2003] NSWSC 745 [52] (Barrett J), note [52] represents paragraph 52 of Justice Barrett’s reported judgment.
How to reference for the Company Law Chapter found with the partnership materials?
• The reference is Turner C and Trone J, Australian Commercial Law, 30th ed, Thomson Reuters, 2014
• **Pinpoint – add page number.
Is it ok to reference wikipedia?
• It is preferred if you research from an authoritative source.
• If you are using content from Wikipedia you will have to reference it otherwise you may find yourself facing questions regarding academic misconduct (plagiarism).
• Students who use Wikipedia as their main source of information may find it difficult to satisfy the research requirements of the assessment task.
Corporations Act 2001 (Cth)
• GO TO www.austlii.edu.au:
• Cth Legislation:
• Consolidated Acts:
• ‘C’: Corporations Act 2001 (Cth)
via Table of provisions, familiarise self with the contents.
Locating cases via austlii
• Try the 'noteup' tool in austlii.
• For example ‘Go to’ the Corporations Act 2001 (Cth) in www.austlii.edu.au
• open a relevant sections.
• check on the 'note-up' tab
• view the cases.
Locating cases via austlii
• Try the ‘advance search' tool in austlii.
• For example ‘Go to’ the home page in www.austlii.edu.au
• Check ‘advanced search’/All Case Law Databases.
• Enter search term, for example, ‘best interests of” and “company as a whole”
• view the cases
Relevant Jurisdiction?
• Ensure your research applies to Australian law. The fiduciary law in the USA is not the same as Australia. There are similarities and there are also differences.
• UK law is fine but avoid citing the US position unless you are able to do a comparative analysis or are confident that what is said will apply to Australia.
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