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.
-
Details
Academic unit: Faculty of Law Subject code: LAWS77-579 Subject title: International Corporate Law Subject level: Postgraduate Semester/Year: September 2018 Credit points: 20.000 -
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: 184) - Recommended study hours
Attendance and learning activities: This subject is taught online. It has a formal weekly structure, helping students to progress through the course. Weekly chats with the course coordinator take place, and students have assigned activities (including reading, and writing tasks) every week. These activities feed directly into the assessment in this subject, which predominantly takes the form of 'portfolio submission' at the end of semester. Work completed during the semester is refined and submitted as portfolios at the end of semester for formal assessment. -
Resources
Prescribed resources: No Prescribed resources.
After enrolment, students can check the Books and Tools area in iLearn for the full Resource List.iLearn@Bond & Email: iLearn@Bond 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
| Academic unit: | Faculty of Law |
|---|---|
| Subject code: | LAWS77-579 |
| Subject title: | International Corporate Law |
| Subject level: | Postgraduate |
| Semester/Year: | September 2018 |
| Credit points: | 20.000 |
| Timetable: | https://bond.edu.au/timetable |
|---|---|
| Delivery mode: | Online |
| Workload items: |
|
| Attendance and learning activities: | This subject is taught online. It has a formal weekly structure, helping students to progress through the course. Weekly chats with the course coordinator take place, and students have assigned activities (including reading, and writing tasks) every week. These activities feed directly into the assessment in this subject, which predominantly takes the form of 'portfolio submission' at the end of semester. Work completed during the semester is refined and submitted as portfolios at the end of semester for formal assessment. |
| Prescribed resources: | No Prescribed resources. After enrolment, students can check the Books and Tools area in iLearn for the full Resource List. |
|---|---|
| iLearn@Bond & Email: | iLearn@Bond 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 |
|---|---|
| Assumed knowledge: |
Assumed knowledge is the minimum level of knowledge of a subject area that students are assumed to have acquired through previous study. It is the responsibility of students to ensure they meet the assumed knowledge expectations of the subject. Students who do not possess this prior knowledge are strongly recommended against enrolling and do so at their own risk. No concessions will be made for students’ lack of prior knowledge.
|
| Restrictions: |
Nil |
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.
Subject Learning Outcomes (SLOs)
On successful completion of this subject the learner will be able to:
- Review and reflect on core issues of corporate law and corporate governance and how different legal systems address them.
- Draft a corporate charter and statute, and evaluate their strengths and weaknesses.
- Reflect on your own teamwork skills, as well as your drafting performance.
Generative Artificial Intelligence in Assessment
The University acknowledges that Generative Artificial Intelligence (Gen-AI) tools are an important facet of contemporary life. Their use in assessment is considered in line with students’ development of the skills and knowledge which demonstrate learning outcomes and underpin study and career success. Instructions on the use of Gen-AI are given for each assessment task; it is your responsibility to adhere to these instructions.
-
Assessment details
Type Task % Timing* Outcomes assessed *Peer Review Portfolio 5: Submit an assessment of your own role in this subject's team work assessed by your co-students (assessment is subject to moderation by the course coordinator). 5.00% To Be Negotiated 1,2,3 Essay Portfolio 3: Submit an essay/paper evaluating the strengths and weaknesses of the draft charter and corporate statute of another student (3000 words plus references) 25.00% To Be Negotiated 1,2,3 Essay Portfolio 6: Select and submit 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 20.00% To Be Negotiated 1,2,3 Essay Portfolio 4: Review and reflect on your own performance during this subject's team work and the negotiation and drafting process (1000 words, no references) (self assessment is subject to moderation by the course coordinator). 5.00% To Be Negotiated 1,2,3 Essay Portfolio 2: Submit an essay/paper evaluating the strengths and weaknesses of your own draft charter and corporate statute (3000 words plus references) 25.00% To Be Negotiated 1,2,3 Essay Portfolio 1: Select, refine and submit 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. 20.00% 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
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.
| Type | Task | % | Timing* | Outcomes assessed |
|---|---|---|---|---|
| *Peer Review | Portfolio 5: Submit an assessment of your own role in this subject's team work assessed by your co-students (assessment is subject to moderation by the course coordinator). | 5.00% | To Be Negotiated | 1,2,3 |
| Essay | Portfolio 3: Submit an essay/paper evaluating the strengths and weaknesses of the draft charter and corporate statute of another student (3000 words plus references) | 25.00% | To Be Negotiated | 1,2,3 |
| Essay | Portfolio 6: Select and submit 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 | 20.00% | To Be Negotiated | 1,2,3 |
| Essay | Portfolio 4: Review and reflect on your own performance during this subject's team work and the negotiation and drafting process (1000 words, no references) (self assessment is subject to moderation by the course coordinator). | 5.00% | To Be Negotiated | 1,2,3 |
| Essay | Portfolio 2: Submit an essay/paper evaluating the strengths and weaknesses of your own draft charter and corporate statute (3000 words plus references) | 25.00% | To Be Negotiated | 1,2,3 |
| Essay | Portfolio 1: Select, refine and submit 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. | 20.00% | 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 iLearn@Bond 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.
Academic Integrity
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
-
Module 1: Introduction to Comparative Corporate Law and Governance
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.
-
Module 2: Formation and Capital Structure
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.
-
Module 3: Management and Governance – Basic Principles
Corporations are legal persons. They can own assets, contract, and sue and be sued in their own name. However, as legal persons, corporations lack a brain, eyes, ears and 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.
-
Module 4: Executive Powers and Goal Compliance
This module will focus on the key tensions and conflicts in corporate law and examine the difficulties with holding executives accountable.
-
Module 5: Shareholders – Basic Rights
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.
-
Module 6: Minority Shareholder Rights
The ownership structure of corporations, including large corporations, varies. Some have dispersed ownership 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.
-
Module 7: Shareholder Rights in Closely Held Corporations (Limited Liability Companies)
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.
-
Module 8: Creditors and Corporate Governance
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.
-
Module 9: Employees and Corporate Governance
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: Business Combinations
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.
-
Module 11: Hostile Transactions
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.
-
Module 12: Corporations without Borders: Incorporation and Migration
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.
-
Module 13: Drafting a Charter for a Publicly Traded Corporation 1
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.
-
Module 14: Drafting a Charter for a Publicly Traded Corporation 2
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.