LAW 8105 Corporate Governance Law

STAFFING:

RATIONALE:

High profile corporate collapses, poor returns for investors in public companies and public debates over the remuneration of corporate officers have all served to highlight again the issues surrounding the performance of company managers. Either through superannuation or personally, more and more Australians have a vested interest in the success of corporate Australia. It seems, however, that there is disillusionment in the way in which the companies are managed. Government, corporate authorities and professional bodies around the world have been dealing with the question of what is good corporate governance. There is now a plethora of research and publications on this topic which is fuelling the debate. The purpose of this course is, firstly, to provide a sound foundation to the relevant legal principles and then to review the current debate with a critical eye.

SYNOPSIS:

The major purpose of this course is to provide specialist instruction on the legal processes, responsibilities and potential liabilities affecting corporate officers. The material will refer in detail to the legal framework and describe the current law on these topics. Particular attention will be given to the decisions that are resulting from the recent corporate collapses. It will, however, seek to go beyond the black and white descriptions of the law to examine the decision making process within a corporate entity and the underlying principles that promote good corporate governance. Part of the course, for example, will consider the role of ethics in corporate practices. Given the recent legislative and professional/commercial focus on this area the course will also address the question of what is "best practice" for corporate officers. In this regard reference will be made not only to the current ASX listing rules but also a myriad of publications from professional bodies and others on this topic.

OBJECTIVES:

The course objectives define the student learning outcomes for a course. The assessment item(s) that may be used to assess student achievement of an objective are shown in parentheses after each objective. On successful completion of this course, students should be able to:

1. identify all the parties who may be considered to be officers for the purposes of the Corporations Act and how those parties may be appointed, removed, and operate within the corporation (Assignment, Examination)
2. locate where the power and authority of corporate officers is sourced, either in the Corporations Act or in the company's constitution, and how this may be altered (Assignment, Examination)
3. apply all legal principles affecting the potential liability of corporate officers to any potential plaintiff, including the company, shareholders, creditors, government authorities and others (Assignment, Examination)
4. examine the possibilities that an officer has in terms of being insured, indemnified or obtaining relief from liability and whether or not those options will apply to particular circumstances (Examination)
5. compare the extent to which ethical theories and conduct are consistent with legal expectations of corporate governance (Examination)
6. explain what is necessary to ensure compliance with the ASX listing rules on corporate governance (Examination)
7. critique the current research and publications proposing best practice principles for corporate officers (Examination).

TOPICS:

TEXT and MATERIALS required to be PURCHASED or accessed:

ALL textbooks and materials are available for purchase from USQ BOOKSHOP (unless otherwise stated). Orders may be placed via secure internet, free fax 1800642453, phone 07 46312742 (within Australia), or mail. Overseas students should fax +61 7 46311743, or phone +61 7 46312742. For costs, further details, and internet ordering, use the 'Textbook Search' facility at http://bookshop.usq.edu.au click 'Semester', then enter your 'Course Code' (no spaces).

REFERENCE MATERIALS:

STUDENT WORKLOAD REQUIREMENTS:

ASSESSMENT DETAILS:

NOTES:

1.

The examination is scheduled to be held in the end-of-semester examination period. Students will be advised of the official examination date after the timetable has been finalised.

IMPORTANT ASSESSMENT INFORMATION

1. Attendance requirements:
   If you are an international student in Australia, you are advised to attend all classes at your campus. For all other students, there are no attendance requirements for this course. However, it is the students' responsibility to study all material provided to them or required to be accessed by them to maximise their chance of meeting the objectives of the course and to be informed of course-related activities and administration.
2. Requirements for students to complete each assessment item satisfactorily:
   To satisfactorily complete an individual assessment item a student must achieve at least 50% of the marks. (Depending upon the requirements in Statement 4 below, students may not have to satisfactorily complete each assessment item to receive a passing grade in this course.)
3. Penalties for late submission of required work:
   If students submit assignments after the due date without prior approval then a penalty of 20% of the total marks available for the assignment will apply for each working day late.
4. Requirements for student to be awarded a passing grade in the course:
   To be assured of receiving a passing grade a student must make a reasonable attempt in all of the weighted assessment items, achieve at least 50% in the examination, and at least 50% of the total weighted marks available for the course.
5. Method used to combine assessment results to attain final grade:
   The final grades for students will be assigned on the basis of the aggregate of the weighted marks obtained for each of the summative assessment items in the course.
6. Examination information:
   This will be an open examination. Candidates may have access to any material during the examination except the following: electronic communication devices (eg mobile phones, pagers), bulky materials, devices requiring mains power and material likely to disturb other students.
7. Examination period when Deferred/Supplementary examinations will be held:
   Any Deferred or Supplementary examinations for this course will be held during the next examination period.
8. University Regulations:
   Students should read USQ Regulations 5.1 Definitions, 5.6. Assessment, and 5.10 Academic Misconduct for further information and to avoid actions which might contravene University Regulations. These regulations can be found at the URL http://www.usq.edu.au/corporateservices/calendar/part5.htm. Students should also read the Faculty of Business Guide to Policies and Procedures of the Faculty which can be found at the URL http://www.usq.edu.au/handbook/current/buspolproc.html.

ASSESSMENT NOTES

OTHER REQUIREMENTS:

1. Learning resources: Prescribed texts and materials (see above); recommended reference materials (see above); printed Introductory Book, Study Book/s, and Book/s of Selected Readings; and course Website accessible via USQConnect.
2. E-mail and Internet Access: Students will require access to e-mail and the Internet for this course.