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Corporate Governance - JURD7428

Faculty: Faculty of Law

School: Faculty of Law

Course Outline: See below

Campus: Sydney

Career: Postgraduate

Units of Credit: 6

EFTSL: 0.12500 (more info)

Indicative Contact Hours per Week: 2

Enrolment Requirements:

Pre-requisite: 36 UOC of JURD courses for students enrolled prior to 2013. For students enrolled after 2013, pre-requisite: 72 UOC of JURD courses.

Excluded: LAWS8028

CSS Contribution Charge: 3 (more info)

Tuition Fee: See Tuition Fee Schedule

Further Information: See Class Timetable

View course information for previous years.

Description

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.

Recommended Prior Knowledge

None

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

Assessment

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

Course Texts

Prescribed

S. Bottomley, The Constitutional Corporation-Rethinking Corporate Governance (Ashgate , 2007) OR John Farrar, Corporate Governance:Theories,Principles and Practice(Third Edition, OUP, 2008)