Corporate Governance & Directors' Duties

Subject LAWS70190 (2010)

Note: This is an archived Handbook entry from 2010.

Credit Points: 12.50
Level: 7 (Graduate/Postgraduate)
Dates & Locations:

This subject has the following teaching availabilities in 2010:

April, Parkville - Taught on campus.
Pre-teaching Period Start not applicable
Teaching Period not applicable
Assessment Period End not applicable
Last date to Self-Enrol not applicable
Census Date not applicable
Last date to Withdraw without fail not applicable


Timetable can be viewed here. For information about these dates, click here.
Time Commitment: Contact Hours: The total class time is between 24 and 26 hours.
Total Time Commitment: Visit the Melbourne Law Masters website for more information about this subject.
Prerequisites: Visit the Melbourne Law Masters website for more information about this subject.
Corequisites: Visit the Melbourne Law Masters website for more information about this subject.
Recommended Background Knowledge: Visit the Melbourne Law Masters website for more information about this subject.
Non Allowed Subjects: Visit the Melbourne Law Masters website for more information about this subject.
Core Participation Requirements: Visit the Melbourne Law Masters website for more information about this subject.

Coordinator

Prof Ian Ramsay

Contact

For the most up-to-date information about this subject, contact the Melbourne Law Masters Office by email at law-masters@unimelb.edu.au or phone 8344 6190 or alternatively visit the subject website: www.masters.law.unimelb.edu.au
Subject Overview:

Principal topics will include:

  • The concept of corporate governance
  • Overview of the current framework of corporate governance and the role, duties and powers of directors, other officers and shareholders
  • To whom do directors owe their duties?
  • A specific examination of major duties of directors and recommendations for reform
  • Duties of good faith, care and diligence
  • Delegation and reliance
  • Duty to avoid conflict of interest
  • Corporate opportunities, related party transactions and insider trading
  • Role of the Australian Securities and Investments Commission (ASIC)
  • Disqualification from managing corporations
  • Power of the general meeting to ratify breaches
  • Role and power of the court to forgive breaches
  • Role of shareholders, including institutional investors
  • Preventing insolvent trading
  • Role of Corporate Practices and Conduct, Investment and Financial Services Association (IFSA) Guidelines and Australian Securities Exchange (ASX) Principles of Good Corporate Governance and Best Practice Recommendations ??Role of the Australian Securities Exchange and the Corporate Governance Council.
Objectives:

A student who has successfully completed this subject should have:

  • Knowledge of the law relating to corporate governance, including the rights, powers and duties of directors and other officers
  • Knowledge of legal and self-regulation of corporate governance
  • An awareness of the law-and-economics perspective
  • A knowledge of current reform proposals
  • An awareness of the main international developments.
Assessment:

10,000 word research paper (100%) (29 July) on a topic approved by the subject coordinator
Prescribed Texts: Visit the subject website for more information
Breadth Options:

This subject is not available as a breadth subject.
Fees Information: Subject EFTSL, Level, Discipline & Census Date
Generic Skills: Visit the Melbourne Law Masters website for more information about this subject.
Links to further information: http://www.masters.law.unimelb.edu.au/

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