UNSW LAW : LAWS4028 - Corporate Governance

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LLM Specialisation

This course may be counted towards LLM specialisation in Corporate and Commercial Law; Corporate, Commercial and Taxation Law.

Units of Credit: 8

Description

Corporate Governance deals with a group of topics concerning the governance of the publicly held corporation. It assumes and builds upon foundational studies in corporate law to explore in greater depth the principles and practices that shape sound corporate governance.

Objectives

The course seeks to develop an understanding of policy, practices, theory and doctrine concerning the governance of business corporations. It seeks to know, to understand and to appraise. Its aim is to ensure that students understand the ideas and policies behind corporate governance and the best practices and policies of those engaged in its application. A second objective is to strengthen critical and analytical legal writing skills and a third to reinforce techniques of legal research.

Main Topics

Current developments in corporate governance and its environment: an overview of the legal structure of corporate governance; theories of corporate governance
Comparative dimensions of corporate governance: global convergence or path dependence
An introduction to corporate ethics
The objectives of the corporation: defining corporate purposes and responsibilities: global and human rights dimensions
Discerning the board's role and function and its optimal structure and process
Board composition and role differentiation: executive versus non-executive directors
The moderators of board conduct and standards: the respective roles of legal liability rules, markets and of social and ethical norms; the role of directors and officers liability insurance
Director and executive remuneration
The role in which shareholders are cast: reconfiguring for efficacy and function
Encouraging shareholder activism: merits and feasibility
The function of professional gatekeepers: auditors, financial advisers and lawyers