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Comparative Corporate Governance (LAWS70134)
Graduate coursework level 7Points: 12.5Not available in 2023
From Semester 1, 2023 our undergraduate programs will be delivered on campus. Graduate programs will mainly be delivered on campus, with dual-delivery and online options available to a select number of subjects within some programs.
To learn more, visit 2023 Course and subject delivery.
Overview
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This subject considers the different tools used by corporate law to, on the one hand, enable the corporate form to provide an efficient and effective means of generating value and, on the other hand, to regulate the agency problems generated by carrying out business activity through the corporate form. In particular, the subject will consider: the distribution of power within the corporation; directors’ duties and their enforcement; the use and abuse of executive compensation; the role of the market for corporate control in holding directors to account; and minority shareholder protection. The subject takes an explicitly comparative approach, with a primary focus on the United Kingdom and the United States, and to a lesser extent on Germany.
Principal topics will include:
- The economic tensions of the corporate form: Authority versus responsibility, the economic agency cost problem, managerial agency costs and controlling shareholder agency costs
- The regulatory strategies available to address these tensions
- Shareholder primacy versus director primacy/the balance of power in the corporation: Appointment and removal rights, initiation rights and decisions rights
- Directors’ duties:
− Duty of care, business judgment rule and duty of care liability waivers
− Duty of loyalty and self-dealing, conflicted transactions and corporate opportunities
− Duty to promote the success of the company and stakeholder interests, enlightened shareholder value versus pluralism, the costs of decision making and stakeholder interests - Board structure and composition: Composition themes, committee structures, composition and corporate performance
- Corporate governance and gatekeeper regulation: The role of the auditor as independent gatekeeper, the impact of Enron and United States corporate and audit failures and auditor independence regulation
- Executive compensation: Agency cost solution or cost problem and regulatory approaches to executive compensation
- The market for corporate control: As agency cost control, the pros and cons of takeover defences and models of takeover defence regulation
- Corporate ownership structures and convergence: Blockholding versus widely held companies, the controlling shareholder agency problem, efficient versus inefficient blockholding and the scope for convergence.
Intended learning outcomes
A student who has successfully completed this subject should understand:
- Understand the meaning of the agency problem in the context of the modern corporation
- Understand the tension between authority and responsibility in corporate legal regulation
- Understand the types of regulatory strategy that can be deployed to address the identified agency problems
- Understand the different approaches of different jurisdictions to effecting these regulatory strategies (jurisdictions include Australian, US, UK and certain continental European jurisdictions)
- Understand governance regimes as systems that deploy different combinations of regulatory strategies that complement and fit with each other
- Understand the scope or lack thereof for regulatory transplantation
- Understand the debate about the scope for and likely outcome of corporate legal convergence process.
Last updated: 24 January 2023
Eligibility and requirements
Prerequisites
None
Corequisites
None
Non-allowed subjects
None
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.
Inherent requirements (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
Last updated: 24 January 2023
Assessment
| Description | Timing | Percentage |
|---|---|---|
Take-home examination | 100% |
Last updated: 24 January 2023
Quotas apply to this subject
Dates & times
Not available in 2023
Time commitment details
The 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.
Additional delivery details
This subject has a quota of 30 students. Please refer to the Melbourne Law Masters website for further information about the management of subject quotas and waitlists.
Last updated: 24 January 2023
Further information
- Texts
Prescribed texts
Core subject materials will be provided free of charge to all students. Some subjects require further texts to be purchased. Details regarding any prescribed texts will be provided prior to the commencement of the subject.
- Related Handbook entries
This subject contributes to the following:
Type Name Course Graduate Diploma in Legal Studies Course Master of Commercial Law Course Master of Laws - Links to additional information
law.unimelb.edu.au
- 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: 24 January 2023