308112 (v.1) Advanced Corporate Governance Law 574

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Area:	School of Business Law
Credits:	25.0
Contact Hours:	3.0
Seminar:	1 x 3 Hours Weekly
Prerequisite(s):	12030 (v.2) Law (Business Organisations) 522
Syllabus:	Advanced studies in corporate governance procedures as they affect the management of companies through the function and structure of the board of directors. The influence of both external and internal market controls and pressures in an era of globalisation and economic rationalism and their impact on business ethics. Risk assessment and internal management controls including due diligence considerations, and how these interface with directors' fiduciary and statutory duties. International corporate governance principles, particularly those developed by the Commonwealth Association for Corporate Governance CACG and the OECD are examined to ascertain their relevance to Australian companies.
Unit Outcomes:	On successful completion of this unit students will have - An understanding of the general concepts of corporate governance in relation to companies and how the provisions of the Corporations Act 2001 is constantly adding to and amending the principles enunciated in common law. Demonstrated how these principles operate in practical situations covering inter alia the division of power between the board of directors and the members, the duties of directors with special reference to duties of care and business judgment, shareholders rights and duties, management accountability. Studied the roles of the Australian Securities and Investment Commission, the statutory penalty regime and the disqualification of directors in Australia, the use and abuse of corporate groups and insider trading. Recognised the implications of globalisation and its effect on sound corporate governance policies with an emphasis on business ethics.
Text and references listed above are for your information only and current as of September 30, 2003. Please check with the unit coordinator for up-to-date information.
Unit References:	Corporate Governance - Berns, S. and Barron, P., (1998), Company Law and Governance, Oxford University Press. Bond Law Review, (1998), Special Issue - Corporate Governance, Volume 10 Number 2, School of Law, Queensland, Bond University Press. Centre for Corporate Law and Securities Regulation, (1997), Corporate Governance and the Duties of Company Directors.Kelly, B., (1999), Ethics at Work, UK, Gower Aldershot. Low, C.K., (Ed.), (2002), Corporate Governance - An Asia-Pacific Critique, Hong Kong, Sweet and Maxwell. Corporations - Lipton, P. and Herzberg, A., Understanding Company Law, (latest edition), Law Book Company. Cassidy, J., Concise Corporations Law, (latest edition), The Federation Press. Baxt, R., Fletcher, K. and Fridman, S., Afterman's and Baxts Cases and Materials on Corporations and Associations, (latest edition), Butterworths. Ford, H.A.J., Austin, R.P. and Ramsay, I.M., Ford's Principles of Corporations Law, (latest edition), Butterworths.
Unit Texts:	Farrar, J., (2001), Corporate Governance in Australia and New Zealand, Oxford University Press. CCH, (2001), Collapse Incorporated - Tales, Safeguards and Responsibilities of Corporate Australia, Australia.
Unit Assessment:	Assignments 50%. Portfolio 40%. Seminar Participation 10%. This is by grade/mark assessment.
Year Location Period Internal Area External Central External 2004 Bentley Campus Semester 1 Y