Corporations Law

Assignment 1: Case Analysis Report

Semester 1, 2026

Course Code: LAW2001

Course Title: Corporations Law

Assessment Name: Case Analysis Report

Type: Written Report

Due Date: Friday 27 March 2026, 11:59 pm AEST (Week 6)

Word Limit: 2500 words (±10%) excluding footnotes, bibliography, and appendices

Weighting: 30%

Submission: Word document via Turnitin on Blackboard

Referencing: AGLC4 required (footnotes for citations, bibliography at end)

Unit Learning Outcomes

This assessment aligns with the following ULOs:

• ULO1: Demonstrate knowledge of key principles of corporations law, including directors’ duties, corporate governance, and insolvency.
• ULO2: Apply legal principles to factual scenarios to identify breaches of duty and potential liabilities.
• ULO3: Analyse case facts critically to reach reasoned conclusions supported by legal authority.
• ULO4: Communicate legal advice clearly and professionally in written form.

Rationale

Directors’ duties form the core of corporate governance under the Corporations Act 2001 (Cth). This assignment develops skills in identifying issues, applying statutory and common law principles, and advising on potential breaches. It prepares students for real-world legal analysis in corporate contexts, emphasising ethical decision-making and conflict management.

Task Description

Analyse the provided case scenario and advise whether the directors of the company have breached their duties under the Corporations Act 2001 (Cth). Your report must demonstrate structured legal reasoning, supported by relevant case law, statutory provisions, and scholarly commentary.

Case Scenario

Elysium Tech Innovations Pty Ltd is a software development company operating in Sydney, Melbourne, and Brisbane. The directors are Fiona, Gary, Helena, Ian, and Jasmine.

The company seeks to diversify into AI applications to remain competitive. To fund this, it secures a $5 million loan from Apex Finance Ltd. $4 million purchases advanced servers and software licenses, while $1 million acquires a new office space from Prime Properties Pty Ltd.

Gary was absent from the board meeting approving these decisions due to overseas travel for family reasons. Helena did not attend but signed the minutes approving the expansion and loan. Ian expressed reservations about the financial risk and abstained from voting. Fiona and Jasmine voted in favour.

Around this time, Jasmine connected with a startup, Quantum AI Pty Ltd, seeking software suppliers. The startup’s CEO refused to deal with Elysium due to a prior dispute with Fiona. Jasmine then established her own consulting firm and secured a supply contract with Quantum AI.

Eight months later, Jasmine resigned from Elysium. The company became insolvent, unable to service the loan interest. It emerged that Jasmine held a significant share in Prime Properties Pty Ltd, unknown to other directors at the office purchase. Jasmine had also solicited Elysium’s key clients for her new firm.

Task Instructions

1. Start each major section on a new page.
2. For the advice, ensure you:
   • Identify the legal issue(s) arising from the facts.
   • State the relevant legal principles from the Corporations Act 2001 (Cth), case law, and secondary sources.
   • Apply the principles to the facts, discussing arguments for and against breach.
   • Reach a conclusion on likely liability and remedies.
3. Submit an optional outline or introduction draft by Week 4 for feedback from academic skills support.

Submission Requirements

• Typed on A4 paper, single-sided, minimum 5 cm margins.
• Use formal language; avoid slang, contractions, or colloquialisms.
• Employ headings and subheadings for clarity.
• Reference all sources to avoid plagiarism: cite ideas, quotes, and paraphrases.
• Use footnotes for citations; no substantive content in footnotes.
• Full case citations on first reference (e.g., Salomon v Salomon & Co Ltd [1897] AC 22); shortened thereafter.
• Statute citations italicised with jurisdiction (e.g., Corporations Act 2001 (Cth)).
• Section references as ‘s 180’ or ‘ss 180–183’; spell out at sentence start.
• Full book citations on first reference (e.g., Ford, Austin and Ramsay, Ford’s Principles of Corporations Law (17th ed, 2020)).
• Bibliography at end listing all secondary sources alphabetically.

Marking Rubric (30 marks total)

 The primary issue is whether Andrew, Brian, Diana, Elizabeth, and Colin breached directors’ duties under ss 180–183 of the Corporations Act 2001 (Cth) through the loan and property decisions. Relevant principles include the duty of care and diligence (s 180), requiring directors to make informed business judgments. In ASIC v Adler (2002) 41 ACSR 72, the court held that directors must actively participate and question proposals. Applying this, Andrew and Brian’s approval without absent directors’ input may breach s 180 if inadequate due diligence occurred. Diana’s abstention could indicate failure to engage, per Daniels v Anderson (1995) 37 NSWLR 438. Elizabeth’s post-facto signature might not satisfy the duty if uninformed. Colin, absent due to illness, may rely on s 190A but must show reasonable reliance. Conclusion suggests potential breaches by all except perhaps Colin, recommending legal advice on defences. As noted in Ford, Austin and Ramsay (2020), such conflicts often lead to civil penalties.

References

• Ford, H.A.J., Austin, R.P. and Ramsay, I.M. (2020) Ford, Austin and Ramsay’s principles of corporations law. 18th edn. LexisNexis Butterworths.
• Langford, R.T. (2021) ‘Directors’ duties: Empirical data on s 180(1)’, Company and Securities Law Journal, 38(5), pp. 330-347. Available at: https://www.westlaw.com.au/maf/wlau/app/document?docguid=I4f4b4a0e4b4e11eb8c8f00000a0b8b0.
• du Plessis, J.J., Hargovan, A. and Harris, J. (2018) Principles of contemporary corporate governance. 4th edn. Cambridge University Press. https://doi.org/10.1017/9781108348638.
• Bottomley, S. (2019) ‘The notional legislator: The Australian securities and investments commission’s role as a law-maker’, Federal Law Review, 47(1), pp. 1-27. https://doi.org/10.1177/0067205X18816247.
• Welsh, M. (2022) ‘Directors’ duties in insolvency: Lessons from recent cases’, Australian Journal of Corporate Law, 37(2), pp. 123-145.