Corporate Governance: Int'l Perspective

This subject is not offered in 2016.

144 hours.

• If students have previously enrolled in related courses in the Melbourne Law Masters program, they will need the approval of the coordinator before enrolling in this subject.
• Students cannot enrol in this subject if they have previously undertaken the following subject:

The Melbourne Law School welcomes applications from students with disabilities. It is University and Law School policy to take all reasonable steps to enable the participation of students with disabilities, and reasonable adjustments will be made to enhance a student's participation in the School’s programs.

The inherent academic requirements for the study in the Melbourne Law School are:

1. The ability to attend classes and actively engage in the analysis of complex materials and debate;
2. The ability to read, analyse and comprehend complex written legal materials and complex interdisciplinary materials;
3. The ability to clearly and independently communicate in writing a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
4. The ability to clearly and independently communicate orally a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
5. The ability to work independently and as a part of a group;
6. The ability to present orally and in writing legal analysis to a professional standard.

Students must possess behavioural and social attributes that enable them to participate in a complex learning environment. Students are required to take responsibility for their own participation and learning. They also contribute to the learning of other students in collaborative learning environments, demonstrating interpersonal skills and an understanding of the needs of other students. Assessment may include the outcomes of tasks completed in collaboration with other students.

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

Corporate governance is the system by which publicly traded and listed companies are directed and controlled. The modern discourse in corporate governance has been international and comparative and has coincided with the internationalisation of finance.

Substantive topics covered in the subject will include theories of the corporation and their implications for corporate governance; the role of shareholders, directors, management and auditors in corporate governance, with particular emphasis upon the debates relating to the role of institutional shareholders and non-executive directors and the pay for performance debate. These topics will be examined from multiple perspectives, looking at legislation, case law and the importance of international standards in Australia, the UK, the United States, Europe and emerging markets such as Brazil and China. In particular, the subject will look at the role and significance of international standards, the tensions between regulation and self-regulation and the role of market forces in corporate governance.

A student who has successfully completed the subject should have an advanced and integrated understanding of, and be able to critically analyse and reflect on:

• Major current issues in the corporate governance discourse, at a domestic level as well as in comparator jurisdictions, including relevant theory and empirical evidence;
• The role and influence of international standards in designing and implementing corporate governance mechanisms;
• The effectiveness of traditional corporate governance mechanisms in emerging market economies;
• The role of international financial institutions in directing the corporate governance discourse; and
• Corporate governance country assessments under the Financial Sector Assessment Programme of the IMF and The World Bank.

1. Three hour exam (70%): students will be required to undertake a three hour open book exam. Where the subject is run over the course of a semester, the exam will fall in the scheduled exam period. Where the subject is run as an intensive, students will be advised of the exam date on the first day of class;
2. In class exercise (30%): students will be required to undertake a one hour practical problem solving exercise in class. Where the subject is run over the course of a semester the problem solving exercise will be scheduled for mid-semester. Where the subject is run as an intensive, students will be advised of the date of the problem solving exercise on the first day of class.

Specialist printed materials will be made available from Melbourne Law School.

This subject is not available as a breadth subject.

On completion of the subject, students should have developed and demonstrated expert skills and knowledge in the following areas:

• Specialist knowledge about corporate governance issues in selected jurisdictions and the influences of international standards, as well as the ability to critically reflect on those issues and standards;
• Investigation, analysis and evaluation of the conceptual, institutional and ethical questions of corporate governance;
• Capacity to undertake a sophisticated analysis of complex legal principles in different jurisdictions and apply those principles to corporate governance issues;
• Appreciation and understanding of the value of comparative methodologies in the contest of corporate governance law;
• Capacity to place law and regulation within a global and comparative context; and
• Ability to respond to and effectively communicate, in appropriate scholarly and professional formats, concise and nuanced responses - in both oral and written forms - to a problem of corporate governance.