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LAWS77-729: Principles of Corporate Governance


Corporate Governance and the Duties of Directors is an elective subject in postgraduate programs offered by the Faculty of Law. The subject examines the following topics: a general overview of the current framework of corporate governance in Australia and the role, duties and powers of directors and managers; a specific examination of the major duties of directors and recommendations for change (including the duty to act in good faith in the best interests of the company and for a proper purpose, the duty of care and diligence, the duty to avoid conflict of interest, corporate opportunities and insider trading, those to whom the directors owe their duties, the role of auditors, the power of general meeting to ratify breaches, the insolvent trading provisions, and the role and power of the court to forgive breaches); enforcement by minority shareholders and the ASIC; class actions and litigation funding; the role of Corporate Practices and Conduct, the IFSA guidelines and self-regulation in general; the ASX's Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations; and reform proposals.

Subject details

FacultyFaculty of Law
Study areas
  • Law

Learning outcomes

1. Analyse legal problems to identify relevant legal issues and explain those issues. 2. Apply relevant theories and legal provisions to the facts of those problems. 3. Design appropriate strategies to ensure their clients do not contravene relevant provisions. 4. Critique, reflect upon and evaluate the effectiveness of relevant theories and provisions. 5. Communicate effectively in writing and orally. 6. Ability to present on selected topics.

Enrolment requirements

Requisites: ?


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.

Juris Doctor students are expected to have completed a minimum of 80 credit points of compulsory law subjects.

Restrictions: ?

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.

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

Anti-requisites: ?

Subject dates

Future offerings not yet planned.