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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.

Eligibility and requirements





Non-allowed subjects

JD students: Students who have undertaken Corporate Governance (LAWS90078) cannot enrol in this subject.

Recommended background knowledge

Applicants without legal qualifications should note that subjects are offered in the discipline of law at an advanced graduate level. While every effort will be made to meet the needs of students trained in other fields, concessions will not be made in the general level of instruction or assessment. Most subjects assume the knowledge usually acquired in a degree in law (LLB, JD or equivalent). Applicants should note that admission to some subjects in the Melbourne Law Masters will be dependent upon the individual applicant’s educational background and professional experience.

Core participation requirements

The University of Melbourne is committed to providing students with reasonable adjustments to assessment and participation under the Disability Standards for Education (2005), and the Assessment and Results Policy (MPF1326). Students are expected to meet the core participation requirements for their course. These can be viewed under Entry and Participation Requirements for the course outlines in the Handbook.

Further details on how to seek academic adjustments can be found on the Student Equity and Disability Support website: http://services.unimelb.edu.au/student-equity/home


Additional details

Research paper (8,000 - 10,000 words) (100%) (26 June) on a topic approved by the subject coordinator

A minimum of 75% attendance is a hurdle requirement.

Quotas apply to this subject

Dates & times

  • April
    Principal coordinatorIan Ramsay
    Mode of deliveryOn Campus — Parkville
    Contact hours24-34 hours
    Total time commitment150 hours
    Pre teaching start date 6 March 2019
    Pre teaching requirementsThe pre-teaching period commences four weeks before the subject commencement date. From this time, students are expected to access and review the Reading Guide that will be available from the LMS subject page and the subject materials provided by the subject coordinator, which will be available from Melbourne Law School. Refer to the Reading Guide for confirmation of which resources need to be read and what other preparation is required before the teaching period commences.
    Teaching period 3 April 2019 to 9 April 2019
    Last self-enrol date 7 December 2018
    Census date 3 April 2019
    Last date to withdraw without fail17 May 2019
    Assessment period ends26 June 2019

    April contact information


    Professor Ian Ramsay (Coordinator)

    Email: law-masters@unimelb.edu.au
    Phone: +61 3 8344 6190
    Website: law.unimelb.edu.au

Additional delivery details

This subject has a quota of 30 students.

Enrolment is on a first come, first served basis. Waitlists are maintained for subjects that are fully subscribed.

Students should note priority of places in subjects will be given as follows:

  • To currently enrolled Graduate Diploma and Masters students with a satisfactory record in their degree
  • To other students enrolling on a single subject basis, eg Community Access Program (CAP) students, cross-institutional study and cross-faculty study.

Please refer to the Melbourne Law Masters website for further information about the management of subject quotas and waitlists.

Further information

  • Texts

    Prescribed texts

    Specialist materials will be made available free of charge from Melbourne Law School prior to the pre-teaching period.

  • Available through the Community Access Program

    About the Community Access Program (CAP)

    This subject is available through the Community Access Program (also called Single Subject Studies) which allows you to enrol in single subjects offered by the University of Melbourne, without the commitment required to complete a whole degree.

    Entry requirements including prerequisites may apply. Please refer to the CAP applications page for further information.

    Additional information for this subject

    If required, please contact law-admissions@unimelb.edu.au for subject coordinator approval.

  • Available to Study Abroad and/or Study Exchange Students

    This subject is available to students studying at the University from eligible overseas institutions on exchange and study abroad. Students are required to satisfy any listed requirements, such as pre- and co-requisites, for enrolment in the subject.

Last updated: 23 August 2019