Corporate Governance & Directors' Duties

This subject has the following teaching availabilities in 2015:

The pre-teaching period commences four weeks before the scheduled subject start 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.

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.

The Melbourne Law Masters welcomes applications from students with disabilities. The inherent academic requirements for study in the Melbourne Law Masters are:

• The ability to attend a minimum of 75% of classes and actively engage in the analysis and critique of complex materials and debate;
• The ability to read, analyse and comprehend complex written legal materials and complex interdisciplinary materials;
• The ability to clearly and independently communicate in writing a knowledge and application of legal principles and interdisciplinary materials and to critically evaluate these;
• The ability to clearly and independently communicate orally a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
• The ability to work independently and as a part of a group;
• The ability to present orally and in writing legal analysis to a professional standard.

Students who feel their disability will inhibit them from meeting these inherent academic requirements are encouraged to contact the Disability Liaison Unit: www.services.unimelb.edu.au/disability/

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. 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
• Corporate opportunities and related party transactions
• Role of the Australian Securities and Investments Commission (ASIC) in enforcing directors’ duties
• Role of shareholders, including institutional investors
• Preventing insolvent trading
• Role of industry corporate governance guidelines and the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations.

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 debate 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 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.

10,000 word research paper (100%) (8 July) on a topic approved by the subject coordinator

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.

This subject is not available as a breadth subject.

This subject has a quota of 30 students. Please refer to the website www.law.unimelb.edu.au/masters/courses-and-subjects/subjects/subject-timing-and-format for further information about the management of subject quotas and waitlists.