UNSW Handbook Course - Corporate Governance

Corporate Governance - LAWS4028


	Faculty: Faculty of Law
	School: Faculty of Law
	Course Outline: http://www.law.unsw.edu.au/
	Campus: Kensington Campus
	Career: Postgraduate
	Units of Credit: 8
	EFTSL: 0.16667 (more info)
	Indicative Contact Hours per Week: 2
	Enrolment Requirements:
	Prerequisite: Academic Program must be either 9200, 9210, 5740 or 9230
	Fee Band: 3 (more info)
	Further Information: See Class Timetable

Description

Corporate governance has become important in the control of corporations and their behaviour. This course is about the governance of corporations and the inter-section of governance techniques with regulation and corporate law. It is not a course about director's duties and liabilities, though these play an important role in shaping corporate governance. The course studies law and techniques that have been employed in the pursuit of good corporate governance. It concludes by looking at the future of corporate governance - internationally, in furthering human rights and the strengthening link between corporate governance and the financial markets.

LLM Specialisations

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

Recommended Prior Knowledge

None

Course Objectives

To gain a good practical understanding of the law and techniques of corporate governance in Australian listed companies;
To gain familiarity with the conceptual arguments and ideas of 'governance', 'regulation' and the theoretical models of the corporation;
To understand the interests and ideas that make governance techniques controversial, with comparative and international perspectives;
To critically evaluate the information and ideas presented in the course and to research and write a research essay.

Main Topics

The idea of corporate governance and its inter-section with 'law', 'regulation' and corporate theory;
Those involved in corporate governance - directors and officers, shareholders, stake-holders and gate-keepers;
Board functions and structure, membership and roles;
Director and executive remuneration;
Director and executive performance assessment and accountability;
Risk management and compliance;
The consequences of breach;
Corporate governance and securities markets;
Comparative and international corporate governance;
Corporate social responsibility, ethics and human rights.

Assessment

1	Short written outline of essay, 1000 words Due date: 10 September 2008	15%
2	General class participation - you can expect to be asked questions at any class, and will need to be able to respond referencing the readings for the day. Those readings which are most important are indicated with an asterisk.	15%
3	Compulsory research essay of 5,000 words Due date: 3 November 2008	70%

Course Texts

Prescribed

Text book

John Farrar Corporate Governance: theories, principles, and practice (3rd ed.) Oxford University Press (2008)
OR
S Bottomley, The Constitutional Corporation: Rethinking Corporate Governance
(Ashgate 2007).

We Provide Citations To Both Works In The Reading List.

Reading Materials

A set of reading materials which contains the items listed below for each week as 'Required Reading' will be available to students at the UNSW bookshop on campus a fortnight before teaching starts.

Legislation, Standards and Guidelines

ASX Corporate Governance Council, 2007, Corporate Governance Principles and Recommendations (2nd Ed) .
Corporations Act 2001 (2008 version)
Australian Securities Investments Act 2001 (2008 version)

Recommended
The Course Guide contains a wealth of additional recommended readings and material for the research essay, and will be available to those students who enrol in this unit of study.