Outline

Overview

This unit will explore a range of recent trends and issues in corporate governance including:- the link between corporate scandals and corporate law reform; the board and independent directors; principles-based versus rules-based regulation; shareholder empowerment and institutional investor activism; takeovers and the regulation of executive pay. The unit will examine these issues from a comparative law perspective, analysing fundamental differences in corporate governance structure and techniques in a range of jurisdictions, including the US, UK, Germany, China and Australia.

Unit details and rules

Academic unit	Law
Credit points	6
Prerequisites ?	None
Corequisites ?	None
Prohibitions ?	None
Assumed knowledge ?	None
Available to study abroad and exchange students	No

Teaching staff

Coordinator	Ulysses Chioatto, ulysses.chioatto@sydney.edu.au
Lecturer(s)	Ulysses Chioatto, ulysses.chioatto@sydney.edu.au

Type	Description	Weight	Due	Length
Presentation	Structured Class Presentation Structured Class presentations based on set scenarios	20%	Ongoing	Ongoing
Outcomes assessed:
Online task	Discussion board submissions on line task	20%	Ongoing	4 posts each post 350 words each
Outcomes assessed:
Final exam (Take-home extended release)	Final Exam Six short answer questions - 600wd (half to one page) per question	60%	Please select a valid week from the list below Due date: 01 Oct 2021 at 09:00	48 hours
Outcomes assessed:
= Type E final exam ?

Assessment summary

Structured Class Presentation (20%): 4 x student group exercises with specialised scenarios based on structured set questions (due Day 1, 2, 3 and 4 of intensive classes). This is a group exercise and the exercise question will be posted on Canvas before the class. You have group time allocated each day to finalise your presentation based on the set scenarios.

The assessment includes both your individual work and your group work as a whole mark in terms of your contribution to the group and your group’s collaboration. Your assessment mark will be the same for each group memeber to reflect the level of collaboration and individual effort against all the Learning Outcomes.

Your final mark will be the best mark you achieve of the Exercises you attempt in that you will have 4 opportunities to achieve the best possible mark overall.

Discussion Board Submissions (20%): 4 x 350 words individual student Discussion Submissions on the Unit Discussion Board at the conclusion of each day (due Day 1, 2, 3 and 4 of intensive classes). This is an individual exercise in posting a thoughtful comment, observation or reflection on the material covered in the 3 lecture sessions for that day. Alternatively, you may post a thoughtful response or added comment, observation or reflection to another student’s post of their thoughtful comment, observation or reflection. The posts to the Discussion Board are to be no longer than 350 words (maximum) which equates to around half an A4 page.

Guidance on what constitutes a thoughtful comment other than tthe marking criteria also includes a critical analysis of the key themes of the day’s topics, based and connected to the day’s readings, on contentious matters of law/policy/ and reform issues.

The 4 Discussion Board Posts (1 per day) are based on the Exercises (presented by fellow students), the lectures and required readings for that day. The lecture/s will focus on certain key areas of the readings.

Each post on the discussion board will be assessed and general feedback given the following day in class, with the highest mark being weighted to the assessment.

The Discussion Board posts task/s is a continuous assessment task to allow you to demonstrate an ongoing engagement with the unit materials and with your peers’ perspectives.

The posts are to be respectful and adhere to the University’s on-line etiquette, policy and guidelines.

TIME: You are to post to the Discussion Board (as set out above) during the one hour allocated at the end of each day, late post submissions will not be marked.

No Special Consideration outcome or replacement or extension as there are four opportunities to undertake the assessment task.

This task allows students to:

1. demonstrate understanding of the key themes and theories of contemporary corporate governance

2. convey your understanding of the course material through high level synthesis and evaluation of the legal principles and policy.

Take Home Exam (60%): The exam will be a 48 hour extended release take home exam. It will be available to students from 9am on 1 October 2021 until 9am on 3 October 2021.

The exam will be composed of 6 short form essay questions of equal weighting. Although there is no set word limit, as a guideline your answers to each question should be around 600 words or half page to one page.

The class participation and take home exam task allows students to:

1. understand the central role of the board of directors in corporate governance, including enforcement of directors’ duties and the role of independent directors

2. demonstrate understanding of the key themes and theories of contemporary corporate governance

3. demonstrate understanding of the role of shareholders, and shareholder activism, in corporate governance

4. understand and apply different approaches to stakeholder protection in corporate governance

5. convey your understanding of the course material through synthesis and evaluation of the legal principles and policy.

IMPORTANT NOTE: A student must make a genuine attempt at all assessment tasks set out in this Unit of Study in order to obtain a Pass mark and grade (or above); otherwise an Absent Fail grade will be recorded as the student’s result for this Unit of Study.

Assessment criteria

The University awards common result grades, set out in the Coursework Policy 2014 (Schedule 1).

As a general guide, a high distinction indicates work of an exceptional standard, a distinction a very high standard, a credit a good standard, and a pass an acceptable standard.

Result name	Mark range	Description
High distinction	85 - 100	• Completely answers the question. • Contains striking originality of approach or analysis. • Demonstrates exhaustive or innovative research (where independent research required). • Exceptionally well written, structured and expressed. • Is otherwise exceptional in some way.
Distinction	75 - 84	• Completely answers the question. • Achieves a critical and evaluative approach to the issues. • Content and structure is well organised in support of the argument. • Demonstrates extensive research and analysis to support a well-documented argument. • Generally well expressed and free from errors. • Has a clear structure and is well articulated.
Credit	65 - 74	• Covers main issues fairly well in answering the question. • Contains no significant errors • Demonstrates an attempted critical approach to the issues. • Demonstrates reasonably sound research and analysis in addressing the key issues. • Has a clear structure and reasonably clear expression.
Pass	50 - 64	• Identifies the key issues, but does not follow through with a reasoned argument. • Contains some significant errors. • Displays satisfactory engagement with the key issues. • Offers descriptive summary of material relevant to the question. • Superficial use of material, and may display a tendency to paraphrase. • Demonstrates little evidence of in-depth research or analysis. • Adequate expression. • Overall, demonstrates the minimum level of competence in the assessment and satisfies the requirements to proceed to higher-level studies in the degree or subject area.
Fail	0 - 49	• Does not answer the question. • Contains significant or numerous errors. • Few or no identifiable arguments. • Content that is inappropriate or irrelevant. • Lack of research or analysis. • Difficult or impossible to understand through poor grammar, expression or structure. • Overall, does not demonstrate the minimum level of competence in the assessment.

For more information see guide to grades.

Late submission

In accordance with University policy, these penalties apply when written work is submitted after 11:59pm on the due date:

Deduction of 5% of the maximum mark for each calendar day after the due date.
After ten calendar days late, a mark of zero will be awarded.

Academic integrity

The Current Student website provides information on academic integrity and the resources available to all students. The University expects students and staff to act ethically and honestly and will treat all allegations of academic integrity breaches seriously.

We use similarity detection software to detect potential instances of plagiarism or other forms of academic integrity breach. If such matches indicate evidence of plagiarism or other forms of academic integrity breaches, your teacher is required to report your work for further investigation.

Use of generative artificial intelligence (AI) and automated writing tools

You may only use generative AI and automated writing tools in assessment tasks if you are permitted to by your unit coordinator. If you do use these tools, you must acknowledge this in your work, either in a footnote or an acknowledgement section. The assessment instructions or unit outline will give guidance of the types of tools that are permitted and how the tools should be used.

Your final submitted work must be your own, original work. You must acknowledge any use of generative AI tools that have been used in the assessment, and any material that forms part of your submission must be appropriately referenced. For guidance on how to acknowledge the use of AI, please refer to the AI in Education Canvas site.

The unapproved use of these tools or unacknowledged use will be considered a breach of the Academic Integrity Policy and penalties may apply.

Studiosity is permitted unless otherwise indicated by the unit coordinator. The use of this service must be acknowledged in your submission as detailed on the Learning Hub’s Canvas page.

Outside assessment tasks, generative AI tools may be used to support your learning. The AI in Education Canvas site contains a number of productive ways that students are using AI to improve their learning.

Learning support

Simple extensions

If you encounter a problem submitting your work on time, you may be able to apply for an extension of five calendar days through a simple extension.  The application process will be different depending on the type of assessment and extensions cannot be granted for some assessment types like exams.

Special consideration

If exceptional circumstances mean you can’t complete an assessment, you need consideration for a longer period of time, or if you have essential commitments which impact your performance in an assessment, you may be eligible for special consideration or special arrangements.

Special consideration applications will not be affected by a simple extension application.

Using AI responsibly

Co-created with students, AI in Education includes lots of helpful examples of how students use generative AI tools to support their learning. It explains how generative AI works, the different tools available and how to use them responsibly and productively.

Weekly schedule

WK	Topic	Learning activity
Ongoing	Key themes in corporate governance and comparative corporate governance	Block teaching (6.5 hr)
	Regulatory responses to global corporate scandals and crises and international governance paradigms	Block teaching (6.5 hr)
	Core issues in corporate governance	Block teaching (6.5 hr)
	Topical issues in corporate governance	Block teaching (6.5 hr)

Attendance and class requirements

Attendance: All students are required to attend 70% of classes (or as otherwise specified by the Unit Coordinator) to satisfy the pass requirements for each unit of study. Attendance requirements may be satisfied by online attendance as specified by the Unit Coordinator. Failure to meet this requirement may result in a student being precluded from sitting the final assessment.

For postgraduate intensives only: For units offered in Intensive mode, participation in all scheduled sessions may be expected by a Unit Coordinator in order to satisfy the requirements of the unit.

Word count penalty: A piece of assessment which exceeds the prescribed word limit will attract a penalty of 10% of the total marks available for the piece of assessment for every 100 words, or part thereof. The total word count for essay and other written assessments will exclude bibliography; footnote numbers; footnote citation; cover page and include body text; headings and sub-headings; quotations; anything other than numbers and citations in footnotes.

Referencing: The Sydney Law School expects you to use the Australian Guide to Legal Citation (4th edition, 2018) for your footnoting style, although you should confirm this with your lecturer, and a link to the library website where this is set out comprehensively is available at https://libguides.library.usyd.edu.au/c.php?g=508212&p=3476376

Study commitment

Typically, there is a minimum expectation of 1.5-2 hours of student effort per week per credit point for units of study offered over a full semester. For a 6 credit point unit, this equates to roughly 120-150 hours of student effort in total.

Required readings

Prescribed Textbook:

J Farrar and P Hanrahan, Corporate Governance (LexisNexis, Butterworths 2017).

Other required readings may be listed in the Reading Guide that will be posted on Canvas.

Learning outcomes

Learning outcomes are what students know, understand and are able to do on completion of a unit of study. They are aligned with the University's graduate qualities and are assessed as part of the curriculum.

Outcomes
Graduate qualities

At the completion of this unit, you should be able to:

LO1. understand and explain the central role of the board of directors in corporate governance, including enforcement of directors’ duties and the role of independent directors
LO2. demonstrate knowledge and understanding of the key themes and theories of contemporary corporate governance
LO3. demonstrate a high level of understanding of the role of shareholders, and shareholder activism, in corporate governance
LO4. understand and apply different approaches to stakeholder protection in corporate governance during class discussion and in completing assessment tasks
LO5. convey your understanding of the course material through high level synthesis and evaluation of the legal principles and policy both orally and in writing.

Graduate qualities

The graduate qualities are the qualities and skills that all University of Sydney graduates must demonstrate on successful completion of an award course. As a future Sydney graduate, the set of qualities have been designed to equip you for the contemporary world.

GQ1	Depth of disciplinary expertise Deep disciplinary expertise is the ability to integrate and rigorously apply knowledge, understanding and skills of a recognised discipline defined by scholarly activity, as well as familiarity with evolving practice of the discipline.
GQ2	Critical thinking and problem solving Critical thinking and problem solving are the questioning of ideas, evidence and assumptions in order to propose and evaluate hypotheses or alternative arguments before formulating a conclusion or a solution to an identified problem.
GQ3	Oral and written communication Effective communication, in both oral and written form, is the clear exchange of meaning in a manner that is appropriate to audience and context.
GQ4	Information and digital literacy Information and digital literacy is the ability to locate, interpret, evaluate, manage, adapt, integrate, create and convey information using appropriate resources, tools and strategies.
GQ5	Inventiveness Generating novel ideas and solutions.
GQ6	Cultural competence Cultural Competence is the ability to actively, ethically, respectfully, and successfully engage across and between cultures. In the Australian context, this includes and celebrates Aboriginal and Torres Strait Islander cultures, knowledge systems, and a mature understanding of contemporary issues.
GQ7	Interdisciplinary effectiveness Interdisciplinary effectiveness is the integration and synthesis of multiple viewpoints and practices, working effectively across disciplinary boundaries.
GQ8	Integrated professional, ethical, and personal identity An integrated professional, ethical and personal identity is understanding the interaction between one’s personal and professional selves in an ethical context.
GQ9	Influence Engaging others in a process, idea or vision.

Outcome map

Learning outcomes	Graduate qualities
Learning outcomes

Responding to student feedback

This section outlines changes made to this unit following staff and student reviews.

This unit has been comprehensively reviewed and updated since it was last offered in 2020.

Disclaimer

The University reserves the right to amend units of study or no longer offer certain units, including where there are low enrolment numbers.

To help you understand common terms that we use at the University, we offer an online glossary.

Current students

Overview

Overview

Unit details and rules

Teaching staff

Assessment

Assessment

Assessment summary

Assessment criteria

Late submission

Academic integrity

Learning support

Learning support

Simple extensions

Special consideration

Using AI responsibly

Weekly schedule

Weekly schedule

Attendance and class requirements

Study commitment

Required readings

Learning outcomes

Learning outcomes

Graduate qualities

Outcome map

Responding to student feedback

Responding to student feedback

Disclaimer

On this page

Useful links

Media

Student links

About us

Connect

Current students

LAWS6222: Corporate Governance

Intensive September, 2021 [Block mode] - Remote

Overview

Overview

Unit details and rules

Teaching staff

Assessment

Assessment

Assessment summary

Assessment criteria

Late submission

Academic integrity

Learning support

Learning support

Simple extensions

Special consideration

Using AI responsibly

Weekly schedule

Weekly schedule

Attendance and class requirements

Study commitment

Required readings

Learning outcomes

Learning outcomes

Graduate qualities

Outcome map

Responding to student feedback

Responding to student feedback

Disclaimer

On this page

Useful links

Media

Student links

About us

Connect