LAW 2598 - Corporate Law
North Terrace Campus - Semester 2 - 2021
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General Course Information
Course Details
Course Code LAW 2598 Course Corporate Law Coordinating Unit Adelaide Law School Term Semester 2 Level Undergraduate Law (LLB) Location/s North Terrace Campus Units 3 Contact Up to 3 hours per week (when averaged over the Semester) Available for Study Abroad and Exchange Y Prerequisites LAW 1501 Incompatible LAW 2004; LAW 2505 Assumed Knowledge LAW 2502; LAW 1509; LAW 1510 Restrictions Available to LLB and B.Criminology with B.Laws and BArts Advanced with B.Laws students only Assessment Assessment: Assessment is likely to be online quizzes, an interim assignment and a final examination. Course Staff
Course Coordinator: Associate Professor Beth Nosworthy
Course Timetable
The full timetable of all activities for this course can be accessed from .
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Learning Outcomes
Course Learning Outcomes
On successful completion of this course, students will be able to:
- Apply principles of corporate law in a rigorous and principled manner. Undertake legal research at an intermediate level using both primary and secondary sources.
- Apply corporate law to generate solutions to complex legal problems, and critique the operation of corporate law from a policy perspective.
- Structure and sustain concise and cohesive written arguments for a mixed lay and legal audience. Work effectively to complete complex tasks within a limited time, both as a member of a team and individually.
- Exercise appropriate strategic professional judgment in the resolution of a corporate law problem in an academic environment. Interact in a professional and ethical manner with team members and peers.
- Analyse the impact of corporate law from a policy perspective, in the context of social and cultural diversity.
- Reflect on individual ability to effectively undertake work as a member of a team, and use that reflection to inform improvement.
COMPANY LAW:
Corporate personality.
The incorporation process.
The corporate constitution.
Company contracts.
Administration of companies and management of the business of companies.
Duties and liabilities of directors and officers.
Share capital and membership.
Members' remedies.
Company credit and security arrangements.
Winding up of companies.
最新糖心Vlog Graduate Attributes
This course will provide students with an opportunity to develop the Graduate Attribute(s) specified below:
最新糖心Vlog Graduate Attribute Course Learning Outcome(s) Deep discipline knowledge
- informed and infused by cutting edge research, scaffolded throughout their program of studies
- acquired from personal interaction with research active educators, from year 1
- accredited or validated against national or international standards (for relevant programs)
1 Critical thinking and problem solving
- steeped in research methods and rigor
- based on empirical evidence and the scientific approach to knowledge development
- demonstrated through appropriate and relevant assessment
2 Teamwork and communication skills
- developed from, with, and via the SGDE
- honed through assessment and practice throughout the program of studies
- encouraged and valued in all aspects of learning
3 Career and leadership readiness
- technology savvy
- professional and, where relevant, fully accredited
- forward thinking and well informed
- tested and validated by work based experiences
4 Intercultural and ethical competency
- adept at operating in other cultures
- comfortable with different nationalities and social contexts
- able to determine and contribute to desirable social outcomes
- demonstrated by study abroad or with an understanding of indigenous knowledges
5 Self-awareness and emotional intelligence
- a capacity for self-reflection and a willingness to engage in self-appraisal
- open to objective and constructive feedback from supervisors and peers
- able to negotiate difficult social situations, defuse conflict and engage positively in purposeful debate
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Learning Resources
Required Resources
The prescribed textbooks are:
1. Bottomley, Hall, Spender and Nosworthy, Contemporary 最新糖心Vlogn Corporate Law (2nd Edition, 2020, Cambridge 最新糖心Vlog Press).
2. The 2021 edition of the Corporations Act 2001 (Cth) - an annotated version is strongly recommended (such as either Thomson Reuters (Finnane & Harris' Annotated) or LexisNexis (Austin and Black's Annotated)).Recommended Resources
Other useful textbooks for consideration:
Austin, RP & Ramsay IM, Ford's Principles of Corporations Law (17th ed, LexisNexis, 2018)
Austin RP, Ford H & Ramsay I, Company Directors: Principles of Law and Corporate Governance (2nd ed, LexisNexis, 2017)
Lipton P, Herzberg A & Welsh M, Understanding Company Law (20th ed, Thomson Reuters, 2019)
Quilter M, Company Law Perspectives (4th ed, Thomson Reuters, 2019)
Redmond P, Corporations and Financial Markets Law (7th ed, Thomson Reuters, 2017)
Harris J, Hargovan A & Adams M, 最新糖心Vlogn Corporate Law (6th ed, LexisNexis, 2017)
Harris J, Company Law: Theories, Principles and Applications (2nd ed, LexisNexis, 2015)
Boros E & Duns, J, Corporate Law (3rd ed, OUP, 2013)
Ciro T & Symes C, Corporations Law: In Principle (9th ed, Thomson, 2013)
Symes C, Brown D and Lombard S, 最新糖心Vlogn Insolvency Law (4th ed, LexisNexis, 2019)
最新糖心Vlogn Corporations Law: Principles and Practice, 3 vols (online), LexisNexis
Useful Online sites include:
The 最新糖心Vlogn Securities and Investments Commission [‘ASIC’]
The 最新糖心Vlogn Securities Exchange [‘ASX’]
Department of Treasury
最新糖心Vlogn Legal Information Institute:Online Learning
This course will use MyUni for announcements, PowerPoint slides, lecture outlines, online lecture recording and streaming, and any additional case and other material required to be read for seminars. This course will also require you to use MyUni for some assessment, including quizzes and submitting your research assignment.
Assignments and announcements relating to assignments will also be posted. Students are expected to check MyUni regularly and often to keep up to date with these materials and additional learning resources that will be made available throughout the course. -
Learning & Teaching Activities
Learning & Teaching Modes
The Corporate Law course has a value of 3 units and will involve a series of 2-hour lectures and a set of 2-hour seminar across the semester. In order to give students the best chance to succeed in this subject, we will deliver the first five lectures in the first three weeks, before the seminars commence in week 4. This enables the preliminary content to be delivered in entirety, before students engage in the problem-based learning within the seminars, to apply the law to a set of facts.
The lecture topics are set out under the Learning Activities Summary heading, below.Lecture and Seminar Schedule Week: Lecture no: Seminar no: 1 1
2- 2 3
4- 3 5 - 4 6 1 5 7 - 6 8 2 7 9 - 8 - 3 = mid-semester break = 9 10 - 10 11 4 11 - 5 12 12 6 = Swot Vac =
Lectures will generally take the form of an outline of the topic and its key issues. Students are expected to keep up with the corresponding reading, or as otherwise indicated by the lecturer. Lecturers may provide outlines, slides or additional material. The content of the course will be delivered in weeks 1-5, there will be a research methods lecture in week 6, and a revision lecture in week 12.
Seminars will commence in week 4 including problem-solving on the basis of a set of facts and short video, provided in advance of the seminar. Students are expected to read the cases and other materials and questions set prior to the seminar, and to prepare written answers to the seminar questions as part of their preparation and revision for the exam. Seminars are an important component of your learning in this course and therefore it is in your interests to make every effort to attend them and participate. The communication skills developed in seminars by regularly and actively participating in discussions are considered to be important by the School, and are highly regarded by employers and professional bodies. Seminars in this subject will include a presentation, as part of a group, which is peer assessed.Workload
The information below is provided as a guide to assist students in engaging appropriately with the course requirements.
Contact time varies across the semester, depending on which week it is. The combination of lectures and seminars across the semester amounts to 36 hours of formal class time.
In addition to the time spent attending the lectures and seminars, there is a requirement that students prepare for seminars. To actively and productively participate, students will have to do reading and preparation. The 最新糖心Vlog expects full time students (those undertaking 12 units per semester) to devote a total of 48 hours per week to their studies. As a three-unit course, that means in weeks where there is 4 hours of delivery (either in lectures or lecture + seminar), that means a further 8 hours of independent study, and in weeks with only 2 hours of lecture or seminar, a further 10 hours of independent study.Learning Activities Summary
Schedule Week 1 Lectures
(2 x 2 hours)- History and regulation corporations law, Corporate theory
- Companies under the Corporations Act, the role of ASIC, Registration, Company organs and internal structure
- Week 2 Lectures
(2 x 2 hours)- Company contracting and relationship with outsiders, shares and capital
- Disclosure, Membership/meetings
- Week 3 Lecture
(1 x 2 hours)- Directors' duties: definitions
- Week 4 Lectures
(1 x 2 hours)- Directors' duties: duty of care, duties of loyalty, conflicts
Seminar 1 Week 5 Lectures
(1 x 2 hours)- Directors' duties: remedies and penalties for breaches of directors’ duties
- Week 6 Lecture
(1 x 2 hours)- Research methods lecture, to provide support for the group research project
Seminar 2 Week 7 Lecture
(1 x 2 hours)- Members' remedies
- Week 8 - No Lecture
- Group presentations on Group Research Project
Seminar 3 Week 9 Lecture
(1 x 2 hours)- Insolvency: Receivership and AdministrationInsolvency: Liquidation
- Week 10 Lecture
(1 x 2 hours)- Insolvency: Liquidation
Seminar 4 Week 11 - No Lecture
Seminar 5 Week 12 Lecture
(1 x 2 hours)- Revision
Seminar 6 -
Assessment
The 最新糖心Vlog's policy on Assessment for Coursework Programs is based on the following four principles:
- Assessment must encourage and reinforce learning.
- Assessment must enable robust and fair judgements about student performance.
- Assessment practices must be fair and equitable to students and give them the opportunity to demonstrate what they have learned.
- Assessment must maintain academic standards.
Assessment Summary
Assessment Task Task Type Due Weighting Length Redeemable Learning Outcome Online Quiz (x5) Individual, Summative Friday of weeks 1, 2, 4, 7 and 10
2% each = 10% 10 questions per quiz No 1 Group Presentation Group, Peer Assessed, Summative In seminars, week 8 10% 5 mins Yes 1, 4, 6 Group Research Paper Group, Summative 2pm Monday 27 September 20% 2000 words Yes 1, 2, 3, 4, 5, 6 Final Assessment Individual, Summative 60% or 90% Equivalent to 2.5 hours No 1, 2, 3, 5 Assessment Detail
1. Online Quizzes: 10% (5 x 2%)
Students will be expected to complete five quizzes counting for 2% each. Each quiz will involve 10 multiple choice questions chosen at random from a pool of questions on material covered in the lectures given up to that week, and will be available from 9:01pm each Thursday evening to 11:59pm on each Friday evening. These will be completed online on MyUni, and marked out of 10 (each question worth 0.2%). Students may only take each quiz once. These marks are not redeemable. As the quizzes are intended to provide revision and reinforcement of the material covered in that set of lectures, no extensions will be granted.
2. Research Presentation (Group): 10%
Students will be provided with a list of research questions in week 5 of the semester, and will be divided into groups to write their research paper responding to one of these questions (see below). As part of the research process, each group will need to complete a research plan, which they will present in their groups to their seminar class in week 8 and receive feedback from the other groups in their seminar and their seminar leader. This presentation will be worth 10% and will be peer-assessed, and moderated by the academic staff.
The research plan will involve an outline of the structure of the research paper, the chosen headings for each part of the structure, what the content of each heading will address in order to answer the research question (the arguments to be made), the division of labour within the group, and will conclude with a list of resources located by the group to support their argument. Not all group members need to speak within the presentation, as long as they contribute in other ways.
Students can choose to present live, in their seminar class, or they may decide to record a presentation and upload it via MyUni. This presentation will be played during the seminar class, for the class to view and respond to. Students are responsible for ensuring that the technology they choose to engage will work within the seminar environment where they will be presenting.
In addition to the peer-assessed 10% mark, the seminar cohort and the seminar leader will ask questions of the group, and provide verbal feedback, to give the groups a short window in which to further polish their research paper, and correct any inconsistencies noted or research defecits highlighted. It will also be important in the event of a student failing to contribute appropriately to the group work.
3. Research Paper (Group): 20%
Students will work in groups of 3 to 5 to complete a group Research Paper, which will be due at 2 pm on Monday 27 September (during the mid-semester break). Students select a topic from a list of research questions provided (in week 5), analyse the issues raised, the relevant law and propose any desired law reform with a 2000 word paper.
Although the paper is submitted as a group, students can receive an individual mark which varies from the group mark (see below). The mark for this compulsory project is redeemable by the final exam provided a mark of 50% or above is achieved, or a bona fide effort has been demonstrated.
Students are encouraged, for ease, to select group members from within their seminar classes. Time will be set aside in the Week 6 Seminar to arrange these groups, which will then be enrolled on MyUni to ensure submission and grading occurs within the group.
Failure to contribute to your group
Within the Research Plan (above) groups must address the chosen group structure and the division of labour, including contribution to the presentation. All groups will be asked to provide feedback on group participation on MyUni, using a SPLAT (Self & Peer Learning Assessment Tool). If a student fails to contribute appropriately to their group, they will be subject to a mark penalty that adjusts their mark for this item of assessment down to a level commensurate with their contribution. This lower mark will also become non-redeemable and thus count in full towards their final grade. Information about how to work in groups, and the processes to be followed in the event of a failure to contribute appropriately, will be made available on MyUni. In the event of any group dysfunction, students are encouraged to speak with the course co-ordinator as soon as possible, so that a workable solution can be found.
4. Final Assessment: 60% or 90%
There will be a final assessment equivalent to the traditional exam of 160 mins, which includes 10 minutes’ reading time (2.5 hours). It will comprise of problem-based questions. The exam will cover all topics lectured and revised in the seminars.
The weighting of the final exam will vary, depending on whether or not the Research Paper result is redeemed. If a student achieves 50% or more on the Research Paper, but their final result is better with that mark excluded, then the final exam is worth 90%. If a student does not achieve 50% on the Research Paper, or their final result is better with that mark included, then the final exam is worth 60%.Submission
The Presentation may be pre-recorded and submitted online, but may also be undertaken in person. The Research Paper must be handed in electronically on MyUni.
Students must ensure their student number appears on all written work submitted for assessment (not in the name of the file, but in the actual document itself). Students must ensure that they stay enrolled in their Group on MyUni, so that the marks for the group research project can be distributed to them, along with access to the feedback on their submitted document.
Electronic copies of the assignment as handed in must be retained by students.
Assignments will be returned electronically.
It is also advisable to keep a copy of all written work after it has been assessed and returned.
Students will be provided with specific submission instructions as part of the assessment instructions for each item of assessment which will be made available on MyUni.All written work in the Law school is required to comply with the approved Law School style guide, The 最新糖心Vlogn Guide to Legal Citation.
Extensions:
There will be no extensions granted for the Online Quizzes.
Requests for extensions for the Research Paper must be made electronically according to law school policy. Extensions will be granted only for unexpected illness, hardship or on compassionate grounds in accordance with 最新糖心Vlog Policy.
Students who wish to apply should apply for an extension by completing the online Application for Extension form (found here: ). The application must give details of the extent and length of the student’s incapacity, and the length of extension that is requested.
The Course Coordinator will email students with the outcome of their request as soon as possible after it is received. If an extension is granted, it is only provisional until formal evidence of the incapacity is received. Students must make note of this evidence and the details of the email granting the extension at the top of the assignment when it is submitted. The evidence submitted must be consistent with details provided in the email requesting the extension. If the details of the request for an extension, and the medical or other evidence verifying the reason for the extension are not consistent in all respects, the extension may be nullified, and the Course Coordinator may in their discretion decide not to accept the assignment, or impose a penalty for late submission.
You can apply for an extension at any time before the due date for an assignment (except for the quizzes). However, you are strongly advised to make your application as soon as the need becomes apparent. Delay in making an application obviously involves the risk that there will be insufficient time to complete the assignment (with consequential loss of marks) if the application for extension is refused.
If an application is made within two days of the due date, or after the due date has expired, it will not be granted unless the Course Co-ordinator is satisfied: that the circumstances warrant an extension; and there was no unreasonable delay in making the application.
If your request for an extension is rejected, you can appeal in writing to the Student Appeals Committee, via the Secretary to the Student Appeals Committee, within seven days of notification of rejection by the Course Co-ordinator.Penalties:
- Late Submission: For the Research Paper, penalties of 5% (of the total mark of the assignment) each day (or part thereof) will be deducted for late submission (including weekends and public holidays). For example, an essay that is submitted after the due date and time but within the first 24 hour period, and that has been graded at 63%, will have 5% deducted, for a final grade of 58%. An essay that is more than 24 hours late will lose 10%, etc. The online quizzes cannot be completed after the deadline has passed, and so late submission is not possible.
- Word Length: 5% of the total mark possible for a written assessment will be deducted for every 100 words (or part thereof) by which it exceeds a stipulated word limit. For example, a 2,000 word essay graded at 63% will have 5% deducted if it is between 2,001 and 2,100 words long for a final mark of 58%. If the essay is between 2,101 and 2,200 words long, 10% will be deducted for a final mark of 53%, etc. Words are calculated including quotations and headings within the text, and substantive footnotes, but excluding standard footnotes, cover page information, and bibliography. A substantive footnote is any footnote which includes sentences (full or partial), whether alongside or without a citation, but does not include the standard footnote references as set out in the AGLC in Chapters 1.2 'Introductory Signals for Citations', 1.3 'Sources Referring to Other Sources' and 1.4 'Subsequent References'.
Turnaround time: The Online Quizzes will be marked and those marks available to view as soon as the deadline for each has passed. The answers to the quizzes will not be made available online but may be discussed in the revision lecture. Feedback for the Research Presentations will be provided in the seminar in week 8. The Research Paper will be returned to students within 4 weeks of the submission date with written feedback. General feedback, as well as specific individual feedback, will be provided. Students will be notified by email when assignments are available to view online.
Course Grading
Grades for your performance in this course will be awarded in accordance with the following scheme:
M10 (Coursework Mark Scheme) Grade Mark Description FNS Fail No Submission F 1-49 Fail P 50-64 Pass C 65-74 Credit D 75-84 Distinction HD 85-100 High Distinction CN Continuing NFE No Formal Examination RP Result Pending Further details of the grades/results can be obtained from Examinations.
Grade Descriptors are available which provide a general guide to the standard of work that is expected at each grade level. More information at Assessment for Coursework Programs.
Final results for this course will be made available through .
Finality of Assessment Grades
Students are advised that Course Coordinators will not enter into negotiations of any kind with any student regarding changes to their grades. It is irrelevant, in any given circumstance, that only a minimal number of additional marks are required to inflate a student’s grade for any individual assessment item or course as a whole. Pursuant to the 最新糖心Vlog’s Assessment for Coursework Programs Policyand the Adelaide Law School Assessment Policies and Procedures, grades may only be varied through the appropriate channels for academic review (such as an official re-mark).
Moderation
In accordance with the 最新糖心Vlog’s Assessment for Coursework Programs Policy, course coordinators ‘ensure that appropriate marking guidelines and cross-marking moderation processes across markers are in place’ in each course. Procedures adopted by Adelaide Law School to ensure consistency of marking in courses with multiple markers include:- assurance of the qualifications of markers, and their knowledge of the content covered in each course;
- detailed marking guidelines and assessment rubrics to assist in the marking of items of assessment;
- sharing of example marked assessments at various grade bands across markers;
- reviewing of selected marked assessments from each marker by the course coordinator;
- comparison of the marks and their distribution across markers;
- automatic double-marking of all interim assessment receiving a fail grade, and of final assessments where a student’s overall result is a fail grade;
- the availability of re-marking of assessments in accordance with Adelaide Law School’s Assessment Policies and Procedures.
Approval of Results by Board of Examiners
Students are reminded that all assessment results are subject to approval (and possible moderation/change) by the Law School’s Board of Examiners. Assessment results at the 最新糖心Vlog are not scaled. Under the Assessment for Coursework Programs Policy, students are assessed ‘by reference to their performance against pre-determined criteria and standards … and not by ranking against the performance of the student cohort in the course’. However, under that same policy, the Board of Examiners (as the relevant Assessment Review Committee for courses at Adelaide Law School) is required to ‘ensure comparability of standards and consistency’ in assessment. On occasions, the Board of Examiners will form the view that some moderation is required to ensure the comparability of standards and consistency across courses and years, and accordingly provide fairness to all law students. All assessment results are therefore subject to approval (and possible change) until confirmed by the Board of Examiners and posted on Access Adelaide at the end of each semester. -
Student Feedback
The 最新糖心Vlog places a high priority on approaches to learning and teaching that enhance the student experience. Feedback is sought from students in a variety of ways including on-going engagement with staff, the use of online discussion boards and the use of Student Experience of Learning and Teaching (SELT) surveys as well as GOS surveys and Program reviews.
SELTs are an important source of information to inform individual teaching practice, decisions about teaching duties, and course and program curriculum design. They enable the 最新糖心Vlog to assess how effectively its learning environments and teaching practices facilitate student engagement and learning outcomes. Under the current SELT Policy (http://www.adelaide.edu.au/policies/101/) course SELTs are mandated and must be conducted at the conclusion of each term/semester/trimester for every course offering. Feedback on issues raised through course SELT surveys is made available to enrolled students through various resources (e.g. MyUni). In addition aggregated course SELT data is available.
Student feedback The course is constantly being updated and revised to reflect the evolution of the law, to respond to student feedback, and to engage with the latest teaching practices. Student feedback is collected each time the course is run, including through SELT reports. Previous SELT reports, and staff feedback on them, are posted on the course MyUni site for students to view and consider. -
Student Support
- Academic Integrity for Students
- Academic Support with Maths
- Academic Support with writing and study skills
- Careers Services
- Library Services for Students
- LinkedIn Learning
- Student Life Counselling Support - Personal counselling for issues affecting study
- Students with a Disability - Alternative academic arrangements
The provides academic learning and language development services and resources for local, international, undergraduate and postgraduate coursework students enrolled at the 最新糖心Vlog of Adelaide.
The centre offers practical advice and strategies for students to master reading, writing, note-taking, time management, oral presentation skills, referencing techniques and exam preparation for success at university through seminars, workshops and individual consultations.Lex Salus Program
Lex Salus (law and wellbeing) is an initiative of the Adelaide Law School aimed at destigmatising mental health issues; promoting physical, mental and emotional wellness; building a strong community of staff and students; and celebrating diversity within the school. It also seeks to promote wellness within the legal profession, through the involvement of the Chief Justice of the Supreme Court of South 最新糖心Vlog, the Honourable Chris Kourakis, as the official Patron of the program.
Students can participate in the Lex Salus program by attending barbecue lunches, pancake breakfasts, knitting and crochet circles, seminars, guest speakers, conferences and other activities. Our , and regular all-student emails promote upcoming events, and have tips and information on wellness.
Our Lex Salus YouTube channel also includes videos on topics like managing stress, and interviews with LGBTQ lawyers and their supporters which celebrate diversity and individuality. Students who commit to 10 hours of volunteering with Lex Salus in one year can have their service recognised on their academic transcript and through a thank you morning tea with the Chief Justice and law school staff.
Student Life Counselling Support
The 最新糖心Vlog’s service provides free and confidential service to all enrolled students. We encourage you to contact the Student Life Counselling Support service on 8313 5663 to make an appointment to deal with any issues that may be affecting your study and life. -
Policies & Guidelines
This section contains links to relevant assessment-related policies and guidelines - all university policies.
- Academic Credit Arrangements Policy
- Academic Integrity Policy
- Academic Progress by Coursework Students Policy
- Assessment for Coursework Programs Policy
- Copyright Compliance Policy
- Coursework Academic Programs Policy
- Intellectual Property Policy
- IT Acceptable Use and Security Policy
- Modified Arrangements for Coursework Assessment Policy
- Reasonable Adjustments to Learning, Teaching & Assessment for Students with a Disability Policy
- Student Experience of Learning and Teaching Policy
- Student Grievance Resolution Process
Academic Integrity
All students must be familiar with the 最新糖心Vlog’s Academic Integrity Policy. Academic Misconduct is a serious matter and is treated as such by the Law School and the 最新糖心Vlog. Academic Misconduct (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South 最新糖心Vlog to admit a person to practice as a legal practitioner in South 最新糖心Vlog. Academic Integrity is an essential aspect of ethical and honest behaviour, which is central to the practice of the law and an understanding of what it is to be a lawyer. -
Fraud Awareness
Students are reminded that in order to maintain the academic integrity of all programs and courses, the university has a zero-tolerance approach to students offering money or significant value goods or services to any staff member who is involved in their teaching or assessment. Students offering lecturers or tutors or professional staff anything more than a small token of appreciation is totally unacceptable, in any circumstances. Staff members are obliged to report all such incidents to their supervisor/manager, who will refer them for action under the university's student鈥檚 disciplinary procedures.
The 最新糖心Vlog of Adelaide is committed to regular reviews of the courses and programs it offers to students. The 最新糖心Vlog of Adelaide therefore reserves the right to discontinue or vary programs and courses without notice. Please read the important information contained in the disclaimer.