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This subject introduces students to the governance issues associated with the ways in which companies - particularly large companies - are governed and controlled. The subject provides a critical comparative analysis of key issues in corporate governance, with focus on corporate governance issues of current importance. Detailed attention is then given to the subject on directors’ duties – key duties are outlined and probed in detail.
Principal topics include:
- The concept of corporate governance and current issues in 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;
- Duties to avoid unauthorised conflicts of interest and profits from position;
- 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 and the balance of power between shareholders and the board of directors;
- Preventing insolvent trading; and
- Role of industry corporate governance guidelines and the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations.
Intended learning outcomes
A student who has successfully completed this subject will:
- Have an advanced and integrated understanding of the legal rules relating to corporate governance and directors’ duties, including recent developments in this field of law and practice;
- Be able to critically examine, analyse, interpret and assess the effectiveness of these legal rules;
- Be an engaged participant in debate regarding emerging and contemporary issues in the field;
- Have a sophisticated appreciation of the factors and processes driving parliamentary revision of the legal framework;
- Have the cognitive and technical skills to generate critical and creative ideas relating corporate governance and directors’ duties and to critically evaluate existing legal theories, principles and concepts;
- Have the cognitive and technical skills to independently examine, research and analyse existing and emerging legal issues relating to corporate governance and directors’ duties;
- Have the communication skills to clearly articulate and convey complex information regarding corporate governance and directors’ duties to relevant specialist and non-specialist audiences; and
- Be able to demonstrate autonomy, expert judgment and responsibility as a practitioner and learner in the field of corporate governance and directors’ duties.
On completion of this subject, students should have developed the generic skills in the following areas:
- Specialist understanding, analysis, critical evaluation and synthesis of statutory provisions primarily from Australia relating to directors and officers;
- Specialist understanding, analysis, critical evaluation and synthesis of court decisions primarily from Australia relating to directors and officers;
- Specialist understanding, analysis, critical evaluation and synthesis of scholarly commentary on statutory provisions, court decisions, principles and theories relating to corporate governance and directors’ duties;
- Formulating and articulating views on difficult legal issues relating to corporate law in a manner demonstrating a sophisticated understanding and appreciation of the principles of corporate governance and corporate law;
- Analysing and critically evaluating, and well as being able to generate, policy and law reform proposals relating to corporate governance and corporate law having regard to relevant statutory provisions, court decisions and scholarly commentary; and
- Identifying, understanding and critically applying principles of corporate law in professional legal practice.
Last updated: 29 October 2019