Corporate Governance & Directors' Duties (LAWS70190)

Corporate governance is of national and international importance. This subject has a strong focus on the law relating to corporate governance, particularly the duties and responsibilities of company directors and other officers, primarily from an Australian perspective but also considering the approach taken in other jurisdictions. The director has been described in one court judgment as “an essential component of corporate governance” who is “placed at the apex of the structure of direction and management of a company”. The lecturer is the author of numerous publications on directors’ duties, including Directors’ Duties: Principles and Application (Federation Press, 2014) and she also edits the directors’ duties section of the Company & Securities Law Journal. Her next book on directors’ conflicts will be published by Oxford University Press in 2018.

Principal topics include:

• The concept of corporate governance
• Overview of the current framework of corporate governance and the duties of directors and other officers
• Who is subject to duties?
• To whom are duties owed?
• Duties to act with care and diligence, in the best interests of the company, and for a proper purpose
• Duty to avoid conflicts of interest
• Corporate opportunities and related party transactions
• Role of the Australian Securities and Investments Commission (ASIC) in enforcing directors’ duties
• Role of shareholders in corporate governance
• Preventing insolvent trading
• Role of industry corporate governance guidelines and the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations.