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LAWS77-579: International Corporate Law January 2018 [Online]

General information

International Corporate Law is an elective subject in postgraduate programs offered by the Faculty of Law. This subject provides students with a comprehensive understanding of comparative corporate law and the interface of different corporate law regimes for corporate entities that operate globally, list their shares on exchanges in different jurisdictions, and engage in cross-border mergers and acquisitions. Students will familiarise themselves with core features of selected domestic corporate law regimes and their effects on cross-border corporate activities. Students will study and research core areas of corporate law, including corporate governance, corporate finance, and major corporate transactions on a comparative basis.

Changes due to Commonwealth Games: The University has marginally altered the timetable for the January semester of 2018 (181) to ensure that students have the opportunity to engage with the Commonwealth Games to be held in April 2018. The modified timetable has been designed to not impact on overall subject or program learning outcomes. Some subjects may be delivered in a slightly modified mode to accommodate the change. Specific arrangements will be included on the iLearn site for each subject. All changes to the class schedule have the full approval of University and Academic Unit administration and will not adversely affect student learning or assessment.

Details

Academic unit:Faculty of Law
Subject code:LAWS77-579
Subject title:International Corporate Law
Subject level:Postgraduate
Semester/Year:January 2018
Credit points:20

Delivery & attendance

Timetable: https://bond.edu.au/timetable
Delivery mode:

Online

Workload items:
  • Directed Online Activity: x14 (Total hours: 56) - Online Modules
  • Personal Study Hours: x14 (Total hours: 224) - Recommended study hours

Resources

Prescribed resources: No Prescribed resources. After enrolment, students can check the Books and Tools area in iLearn for the full Resource List.
[email protected] & Email:[email protected] is the online learning environment at Bond University and is used to provide access to subject materials, lecture recordings and detailed subject information regarding the subject curriculum, assessment and timing. Both iLearn and the Student Email facility are used to provide important subject notifications. Additionally, official correspondence from the University will be forwarded to students’ Bond email account and must be monitored by the student.

To access these services, log on to the Student Portal from the Bond University website as www.bond.edu.au

Enrolment requirements

Requisites: ?

Nil

Restrictions: ? This subject is not available to
  • Study Abroad Students
  • Students on US Financial Aid
  • Students on a Student Visa who have already completed one third (33%) of their total program online.

This subject is not available as a general elective. To be eligible for enrolment, the subject must be specified in the students’ program structure.

Assurance of learning

Assurance of Learning means that universities take responsibility for creating, monitoring and updating curriculum, teaching and assessment so that students graduate with the knowledge, skills and attributes they need for employability and/or further study.

At Bond University, we carefully develop subject and program outcomes to ensure that student learning in each subject contributes to the whole student experience. Students are encouraged to carefully read and consider subject and program outcomes as combined elements.

Program Learning Outcomes (PLOs)

Program Learning Outcomes provide a broad and measurable set of standards that incorporate a range of knowledge and skills that will be achieved on completion of the program. If you are undertaking this subject as part of a degree program, you should refer to the relevant degree program outcomes and graduate attributes as they relate to this subject.

Find your program

Subject Learning Outcomes (SLOs)

On successful completion of this subject the learner will be able to:
  1. Review and reflect on core issues of corporate law and corporate governance and how different legal systems address them.
  2. Draft a corporate charter and statute, and evaluate their strengths and weaknesses.
  3. Reflect on your own teamwork skills, as well as your drafting performance.

Assessment

Assessment details

TypeTask%Timing*Outcomes assessed
Essay Portfolio 1: Select the best of the two papers (1500 words plus references each) written in week 3, and 6, reviewing specific corporate law and corporate governance issues on a comparative basis. 10% To Be Negotiated 1, 2, 3.
Essay Portfolio 2: One paper evaluating strengths and weaknesses of your own draft charter and corporate statute (3000 words plus references) 25% To Be Negotiated 1, 2, 3.
Essay Portfolio 3: One paper evaluating strengths and weaknesses of the draft charter and corporate statute of another student (3000 words plus references) 25% To Be Negotiated 1, 2, 3.
Essay Portfolio 6: Select 10 of your best mini-essays (300 words plus references, if applicable, each) from your contributions to the module discussion board, to the course Wiki, or from your learning diary, for assessment 20% To Be Negotiated 1, 2, 3.
Essay Portfolio 4: Review and reflect on your own performance during this module's team work and the negotiation and drafting process (1000 words, no references) 10% To Be Negotiated 1, 2, 3.
*Peer Review Portfolio 5: Have your own role in this module's team work assessed by your co-students 10% To Be Negotiated 1, 2, 3.
  • * Assessment timing is indicative of the week that the assessment is due or begins (where conducted over multiple weeks), and is based on the standard University academic calendar
  • C = Students must reach a level of competency to successfully complete this assessment.

Assessment criteria

High Distinction 85-100 Outstanding or exemplary performance in the following areas: interpretative ability; intellectual initiative in response to questions; mastery of the skills required by the subject, general levels of knowledge and analytic ability or clear thinking.
Distinction 75-84 Usually awarded to students whose performance goes well beyond the minimum requirements set for tasks required in assessment, and who perform well in most of the above areas.
Credit 65-74 Usually awarded to students whose performance is considered to go beyond the minimum requirements for work set for assessment. Assessable work is typically characterised by a strong performance in some of the capacities listed above.
Pass 50-64 Usually awarded to students whose performance meets the requirements set for work provided for assessment.
Fail 0-49 Usually awarded to students whose performance is not considered to meet the minimum requirements set for particular tasks. The fail grade may be a result of insufficient preparation, of inattention to assignment guidelines or lack of academic ability. A frequent cause of failure is lack of attention to subject or assignment guidelines.

Quality assurance

For the purposes of quality assurance, Bond University conducts an evaluation process to measure and document student assessment as evidence of the extent to which program and subject learning outcomes are achieved. Some examples of student work will be retained for potential research and quality auditing purposes only. Any student work used will be treated confidentially and no student grades will be affected.

Study information

Submission procedures

Students must check the [email protected] subject site for detailed assessment information and submission procedures.

Policy on late submission and extensions

A late penalty will be applied to all overdue assessment tasks unless an extension is granted by the subject coordinator. The standard penalty will be 10% of marks awarded to that assessment per day late with no assessment to be accepted seven days after the due date. Where a student is granted an extension, the penalty of 10% per day late starts from the new due date.

Policy on plagiarism

University’s Academic Integrity Policy defines plagiarism as the act of misrepresenting as one’s own original work: another’s ideas, interpretations, words, or creative works; and/or one’s own previous ideas, interpretations, words, or creative work without acknowledging that it was used previously (i.e., self-plagiarism). The University considers the act of plagiarising to be a breach of the Student Conduct Code and, therefore, subject to the Discipline Regulations which provide for a range of penalties including the reduction of marks or grades, fines and suspension from the University.

Bond University utilises Originality Reporting software to inform academic integrity.

Feedback on assessment

Feedback on assessment will be provided to students within two weeks of the assessment submission due date, as per the Assessment Policy.

Accessibility and Inclusion Support

If you have a disability, illness, injury or health condition that impacts your capacity to complete studies, exams or assessment tasks, it is important you let us know your special requirements, early in the semester. Students will need to make an application for support and submit it with recent, comprehensive documentation at an appointment with a Disability Officer. Students with a disability are encouraged to contact the Disability Office at the earliest possible time, to meet staff and learn about the services available to meet your specific needs. Please note that late notification or failure to disclose your disability can be to your disadvantage as the University cannot guarantee support under such circumstances.

Additional subject information

Offered every 2nd semester

Subject curriculum

The first module offers a brief introduction to the history of corporate law and corporate governance. Understanding the genesis of the corporate form is critical for students of a business form that has been hailed as one of the most important inventions for the rise of contemporary capitalism.

This module concerns the establishment of a corporation and its basic financial structure. You will learn about the most common entry requirements for establishing a corporation and be introduced to the basic principles of corporate finance - the assets and liabilities of corporations and how they relate to the shareholders’ stake in the corporation.

Corporations are legal persons. They can own assets, contract, sue and be sued in their own name. However, as legal persons corporations lack a brain, eyes, ears or a voice to declare their intent. They therefore need to rely on human beings that can act on behalf of the corporation and have the legal power to do so.

This module will focus on the key tensions and conflicts in corporate law and examine the difficulties with holding executives accountable.

Module 5 will explore the legal rights of shareholders. For understanding and evaluating the basic rights shareholders have in different legal systems it is useful to start with the options that might be available to members in any organisation – corporations, clubs, associations, even states.

The ownership structure of corporations including large corporations varies. Some have dispersed and others have highly concentrated ownership. Minority shareholders are often present in both cases, but their fate is quite different. This module will examine the different levels of control shareholders have.

Some jurisdictions draw a clear distinction between publicly traded corporations and closely held corporations and have even enacted separate codes for each. The difference between closed (closely held) and public (publicly traded) corporations is that the former have typically fewer shareholders and their shares cannot be freely traded.

Most firms have some need for external finance at the outset and again during their lifespan. There is substantial empirical evidence that large, well-established firms rely extensively on earnings reaped from past investments – at least when they are not pushed to pay them out to shareholders in the form of dividends. But they may need additional funds for new investment projects, to acquire other firms, repurchase their own shares, or to adjust imbalances between income and expenditures.

Corporations need capital, but they also need people that represent and work for them. The managers appointed to run a corporation also enter into an employment relationship with the corporation that stipulates their rights and obligations, and sets out their salary and other benefits. And yet, they also act as agents of the corporation in employing others and setting the terms of their employment.

Module 10 addresses the question of how two or more businesses can be combined into one. This process of combining can take different forms and may or may not involve a full "merger", which entails the consolidation of all assets and liabilities of previously independent entities. Short of this, one company may acquire the shares of another, keeping the latter's corporate shell intact (at least temporarily), or acquire all the assets of another entity and subsequently discard the emptied shell.

Takeovers can achieve the same ends as a merger transaction, but by different means. Change is affected, in principle, not by a consensual merger agreement, but by a shareholder of one company amassing a critical number of shares to exert control, change management and possibly merge the acquired firm into the first company.

The law imposes a number of conditions for corporations to be created in the first place: they must have a place of incorporation, a charter, a name and seal, and some commitments regarding capital. But they can change most of these details over time. Corporations can, in principle, change their charter and their corporate capital, and can even change the law that governs them by re-incorporating in a different jurisdiction.

Modules 13 and 14 will look at drafting a corporate charter/bylaws and evaluate its strengths and weaknesses. In jurisdictions with few mandatory rules, the corporate charter often includes only the bare minimum. Most of the relevant rules governing corporate affairs will be found in the bylaws.

Modules 13 and 14 will look at drafting a corporate charter/bylaws and evaluate its strengths and weaknesses. In jurisdictions with few mandatory rules, the corporate charter often includes only the bare minimum. Most of the relevant rules governing corporate affairs will be found in the bylaws.

Approved on: Nov 9, 2017. Edition: 1.1
Last updated: Nov 10, 2017.