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Corporate Governance & Directors' Duties (LAWS70190)

Graduate coursework level 7Points: 12.5On Campus (Parkville)

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Year of offer2019
Subject levelGraduate coursework Level 7
Subject codeLAWS70190
Availability(Quotas apply)
FeesSubject EFTSL, Level, Discipline & Census Date

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 leading publications dealing with corporate governance, including the major Australian book on directors’ duties, and he has also been involved in a number of corporate governance reforms enacted by Parliament.

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
  • Duty to prevent insolvent trading
  • Role of the Australian Securities and Investments Commission (ASIC) in enforcing directors’ duties
  • Role of shareholders in corporate governance
  • 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 debates 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 to 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
  • Be able demonstrate autonomy, expert judgment and responsibility as a practitioner and learner in the field of corporate governance and directors’ duties.

Last updated: 23 August 2019