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: February, 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. |
| Subject Overview: |
- 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 US 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, the scope for convergence.
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| Objectives: |
A student who has successfully completed this subject should understand:
- The meaning of the agency problem in the modern corporation
- The tension between authority and responsibility in corporate legal regulation
- The types of regulatory strategy that can be deployed to address the identified agency problems
- The approaches of different jurisdictions to effecting these regulatory strategies (jurisdictions include United States, United Kingdom and Germany)
- Governance regimes as systems that deploy different combinations of regulatory strategies that complement and fit with each other
- The scope or lack thereof for regulatory transplantation
- Debates about the scope and likely outcome of corporate legal convergence.
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| Assessment: | Take-home examination (100%) (16-19 April) |
| 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/ |