General Information
Comparative Corporate Governance is an elective subject in postgraduate programs offered by the Faculty of Law. This subject will examine the concepts of the firm, corporation and corporate group; the thematic history of corporate laws and corporate governance; the UK, Australian, New Zealand, US, Japanese, Chinese, Vietnamese, Indonesian, German and European models; global themes in directors powers and duties; the 'profession' of director; global, multinational and transnational corporations; the corporate social responsibility (CSR) movement.
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Details
Academic unit: Faculty of Law Subject code: LAWS77-719 Subject title: Comparative Corporate Governance Subject level: Postgraduate Semester/Year: September 2017 Credit points: 10.000 -
Delivery & attendance
Timetable: https://bond.edu.au/timetable Delivery mode: Standard Workload items: - Seminar: x12 (Total hours: 24) - Seminar 1
- Personal Study Hours: x12 (Total hours: 96) - Recommended Study Hours
Attendance and learning activities: -
Resources
Prescribed resources: Books
- Kraakman, Davies and Hopt (2009). The Anatomy of Corporate Law. 2nd, Oxford UP
- Corkery, Mikalsen & Allan (2015). Corporate Social Responsibility: The Good Corporation. n/a, Bond University Centre for Commercial Law
- Corkery (2017). Companies Law. n/a, Bond University Centre for Commercial Law
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
Class recordings: The primary workload items for this subject will be recorded for the purpose of revision.
These recordings are not a substitute for attending classes. Students are encouraged to attend all sessions as there may be instances where a session is not recorded due to the presence of a guest speaker, the inclusion of sensitive or protected content, or technical issues. Students are advised not to rely solely on these recordings for revision.
See the Recording policy for further details.
| Academic unit: | Faculty of Law |
|---|---|
| Subject code: | LAWS77-719 |
| Subject title: | Comparative Corporate Governance |
| Subject level: | Postgraduate |
| Semester/Year: | September 2017 |
| Credit points: | 10.000 |
| Timetable: | https://bond.edu.au/timetable |
|---|---|
| Delivery mode: | Standard |
| Workload items: |
|
| Attendance and learning activities: |
| Prescribed resources: | Books
|
|---|---|
| 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 |
| Class recordings: | The primary workload items for this subject will be recorded for the purpose of revision. These recordings are not a substitute for attending classes. Students are encouraged to attend all sessions as there may be instances where a session is not recorded due to the presence of a guest speaker, the inclusion of sensitive or protected content, or technical issues. Students are advised not to rely solely on these recordings for revision. See the Recording policy for further details. |
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. Admission to a Masters law degree OR LA-43040 Doctor of Legal Science (Research) OR approved Study Abroad or Exchange law student. Juris Doctor students are expected to have completed a minimum of 80 credit points of compulsory law subjects. Anti-requisite - LAWS73-717 - Comparative Corporate Governance |
| 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:
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
- Communicate clearly and coherently orally and in writing.
- Review relevant legal rules and assess their merits; analyse the law and develop themes and commentaries in comparative corporate governance.
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.
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Assessment details
Type Task % Timing* Outcomes assessed *Class Participation Class Participation 20% Ongoing 1,2,3,4,5 Essay Written paper of 4,000 words (includes 15 minute 'poster presentation' of paper to class) 40% In Consultation 1,2,3,4,5 Take-home Examination Take-home exam (10 hours allowed to draft 4 answers, with word limits) 40% Non-Standard Examination Period 1,2,3,4,5 - * 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.
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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 |
|---|---|---|---|---|
| *Class Participation | Class Participation | 20% | Ongoing | 1,2,3,4,5 |
| Essay | Written paper of 4,000 words (includes 15 minute 'poster presentation' of paper to class) | 40% | In Consultation | 1,2,3,4,5 |
| Take-home Examination | Take-home exam (10 hours allowed to draft 4 answers, with word limits) | 40% | Non-Standard Examination Period | 1,2,3,4,5 |
- * 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
Subject curriculum
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Thematic history of corporate laws and corporate governance rules
The concept of the Firm; elements of the corporate structure; the separation of ownership and control; the Corporation and the Corporate Group; Thematic history of corporate laws and corporate governance; Sources of corporate governance laws and regulations.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
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The goals of the corporation
The goals of the corporation; The goals of corporate law; The corporation as a person;.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
- Review relevant legal rules and assess their merits; analyse the law and develop themes and commentaries in comparative corporate governance.
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The corporate social responsibility (CSR) movement
Shareholder primacy; The development of the corporate social responsibility (CSR) movement; Institutional investors and the public interest; Carbon, oil and energy policies and the boardroom; The shareholder spring;.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
- Review relevant legal rules and assess their merits; analyse the law and develop themes and commentaries in comparative corporate governance.
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Power structures within a company
The division of powers within a company; Decision making structures of boards - international comparisons; Technology, transparency, communication and its effects on the corporation;.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
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Agency costs and the firm
Agency costs of the firm; Insider trading;.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Review relevant legal rules and assess their merits; analyse the law and develop themes and commentaries in comparative corporate governance.
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Role of director
Appointment of directors; de facto directors; CEO employment contracts; Employee participation in the governance structure, employee share ownership plans; Executive remuneration; share options; the say-on-pay debate; Removal and disqualification of directors;.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
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Boardroom composition; gender in the boardroom; boardroom ethics
Who needs directors? The composition of the boardroom; gender in the boardroom; group think; The boardroom and ethics; Corruption, bribery and corporate governance; Teaching boardroom ethics and legislating boardroom ethics;.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
- Review relevant legal rules and assess their merits; analyse the law and develop themes and commentaries in comparative corporate governance.
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Directors powers and duties
Directors powers and their fiduciary duties; The duty of care; The business judgment rule; The duty of loyalty or fidelity; Anti-takeover devices from the boardroom - poison pills, greenmail, white knights and more; The enforcement of responsibilities by minority shareholders and the corporate regulator; Shareholder remedies in common law and civil law jurisdictions;.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
- Review relevant legal rules and assess their merits; analyse the law and develop themes and commentaries in comparative corporate governance.
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Shareholder activism
Sarbanes-Oxley Act and corporate governance; Shareholder activism; shareholder spring; Class actions;.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
- Review relevant legal rules and assess their merits; analyse the law and develop themes and commentaries in comparative corporate governance.
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Corporate governance laws in selected jurisdictions
A consideration of the Law Matters debate in the Asia-Pacific region; Effective corporate governance and fraud; Corporate governance in Vietnam; China; Japan, and Indonesia; Corporate governance in US, UK, Germany, France, European jurisdictions generally; in other selected jurisdictions; Private equity firms.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
- Review relevant legal rules and assess their merits; analyse the law and develop themes and commentaries in comparative corporate governance.
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Multinational and transnational corporations
Multinational and transnational corporations. Case studies of corporations in crisis: Enron; WorldCom; HIH; Fannie Mae; Arthur Anderson; Eastman Kodak, GM etc; Transnational companies and the enforcement of CSR;.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
- Communicate clearly and coherently orally and in writing.
- Review relevant legal rules and assess their merits; analyse the law and develop themes and commentaries in comparative corporate governance.
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The global convergence of corporate governance rules
The World Bank; the G7; Governance Metrics International (GMI); International Corporate Governance Network; Globalisation of corporate governance law.
SLOs included
- Understand, identify and explain pertinent legal issues in comparative corporate governance.
- Apply relevant aspects of law to issues in comparative corporate governance.
- Reflect upon, critique, analyse and evaluate relevant legal rules.
- Communicate clearly and coherently orally and in writing.
- Review relevant legal rules and assess their merits; analyse the law and develop themes and commentaries in comparative corporate governance.