The University of New South Wales

go to UNSW home page

Handbook Home

Corporate Governance - JURD7428
 Law Books

Faculty: Faculty of Law
School:  School of Law
Course Outline: See below
Campus: Kensington Campus
Career: Postgraduate
Units of Credit: 6
EFTSL: 0.12500 (more info)
Indicative Contact Hours per Week: 2
Enrolment Requirements:
Prerequisite: Academic Program JD (9150) Co: JURD7211
Excluded: LAWS8028
Fee Band: 3 (more info)
Further Information: See Class Timetable


Corporate Governance deals with a group of topics concerning the governance of the publicly held corporation. It assumes and builds upon foundational studies in corporate law to explore in greater depth the principles and practices that shape sound corporate governance.

LLM Specialisations

Corporate and Commercial Law; Corporate, Commercial and Taxation Law.

Recommended Prior Knowledge


Course Objectives

The course seeks to develop an understanding of policy, practices, theory and doctrine concerning the governance of business corporations. It seeks to know, to understand and to appraise. Its aim is to ensure that students understand the ideas and policies behind corporate governance and the best practices and policies of those engaged in its application. A second objective is to strengthen critical and analytical legal writing skills and a third to reinforce techniques of legal research.

Main Topics

  • Current developments in corporate governance and its environment: an overview of the legal structure of corporate governance; theories of corporate governance
  • Comparative dimensions of corporate governance: global convergence or path dependence
  • An introduction to corporate ethics
  • The objectives of the corporation: defining corporate purposes and responsibilities: global and human rights dimensions
  • Discerning the board's role and function and its optimal structure and process
  • Board composition and role differentiation: executive versus non-executive directors
  • The moderators of board conduct and standards: the respective roles of legal liability rules, markets and of social and ethical norms; the role of directors and officers liability insurance
  • Director and executive remuneration
  • The role in which shareholders are cast: reconfiguring for efficacy and function
  • Encouraging shareholder activism: merits and feasibility
  • The function of professional gatekeepers: auditors, financial advisers and lawyers


Research Essay (5000-7000 words) 70%
Essay Synopsis (1000 words) 20%
Class Participation 10%

Course Texts

  • S. Bottomley, The Constitutional Corporation-Rethinking Corporate Governance (Ashgate , 2007) OR John Farrar, Corporate Governance:Theories,Principles and Practice(Third Edition, OUP, 2008)
  • Required reading materials obtainable at UNSW Bookshop (Volumes 1 to 3)
  • Corporations Act
Refer to the Course Outline provided by the lecturer prior to the start of the relevant semester.


Refer to the Course Outline provided by the lecturer prior to the start of the relevant semester.

URL for this page:

© The University of New South Wales (CRICOS Provider No.: 00098G), 2004-2011. The information contained in this Handbook is indicative only. While every effort is made to keep this information up-to-date, the University reserves the right to discontinue or vary arrangements, programs and courses at any time without notice and at its discretion. While the University will try to avoid or minimise any inconvenience, changes may also be made to programs, courses and staff after enrolment. The University may also set limits on the number of students in a course.