TOPIC*

The assignment statement is as follows:

Section140(1) of theCorporations Act 2001 (Cth) enshrines the long-time position that a company’s constitution forms a statutory contract between, amongst others, the company and each member and the company and each director.

Required

With reference to the above statement, relevant case law and legislation, answer the following:

1. What is the governing document of a company registered under the Corporations Act 2001 (Cth) and what are its purposes? ( 10 marks)
2. Can a company’s constitution be amended and, if so, what are the requirements? (10 Marks)
3. In regard to amending a company’s constitution —

1. Do you think the requirements are sufficient to protect minority shareholders?
2. Are there limits on the power of the majority shareholders regarding the variation of member rights?

(30 marks)

Total (50 marks)

*NB*: Please ensure you read and understand the material on pages 7 – 10 of the Unit Information Guide.

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 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:

• • correctly reference and acknowledge sources. Please note the reference system adopted in this assignment can be either theAGLC 3 (Australian Guide to Legal Citation 3rd ed) or the Harvard referencing system. The referencing system adopted must be used correctly and consistently;
  • use fluent, clear, concise writing that contains clear expression, correct grammar, syntax, sentence structure and spelling; and
  • use headings and subheadings (where appropriate), an introduction, conclusion and bibliography or reference section.