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.
|Academic unit:||Faculty of Law|
|Subject title:||Comparative Corporate Governance|
Delivery & attendance
|Prescribed resources:|| |
|[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
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.
Juris Doctor students are expected to have completed a minimum of 80 credit points of compulsory law subjects.
Students must be admitted into a Masters law degree OR LA-43040 Doctor of Legal Science (Research) OR be an approved Law Study Abroad OR Law Exchange student.
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.
|Class Participation||Class participation including taking the lead as designated "expert" for assigned topic and having information to contribute to discussion drawn from outside the assigned reading||25%||Ongoing||1, 2, 3, 4, 5.|
|Essay||Written paper of 4,000 words (includes 15 minute 'poster presentation' of paper to class)||45%||In Consultation||1, 2, 3, 4, 5.|
|Take-home Examination||Take-home exam (10 hours allowed to draft 3 answers, with word limits)||30%||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.
|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.|
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.
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.
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.
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
Students may be asked to respond to questions from the subject coordinator regarding the content of their assessments. Students are expected to keep evidence of drafting and research.
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
The goal of the corporation; the goal of corporate law; the corporation as a legal person
Law and development, the significance of legal system to corporate governance systems, the global convergence debate
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
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
The development of the corporate social responsibility (CSR) movement; Institutional investors and the public interest; Carbon, oil and energy policies and the boardroom
A consideration of the Law Matters debate in the Asia-Pacific region; Effective corporate governance and fraud; Corporate governance in various Asian jurisdictions; Corporate governance in US, UK, Germany, France, European jurisdictions generally; in other selected jurisdictions; Private equity firms
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
Sarbanes-Oxley Act and corporate governance; Class actions and other forms of Shareholder activism
Case studies of corporations in crisis: Enron, WorldCom, HIH, Eastman Kodak, GM, Olympus, Volkswagen, Nissan, etc.
The World Bank; the G7; Governance Metrics International (GMI); International Corporate Governance Network; Globalisation of corporate governance law; Corporate Governance Codes
Shareholders versus Stakeholders; Dominant Shareholder versus minority shareholders