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Unit outline_

LAWS6222: Corporate Governance

Semester 2b, 2022 [Block mode] - Remote

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 Jason Harris, jason.harris@sydney.edu.au
Type Description Weight Due Length
Assignment group assignment Structured Class Presentation
Structured class presentations based on set scenarios
20% Ongoing Ongoing (equiv to approx 2000 words)
Outcomes assessed: LO1 LO2 LO3 LO4 LO5
Online task Discussion Board Submissions
online task
20% Ongoing 4 posts (max 500 words each)
Outcomes assessed: LO2 LO5
Final exam (Take-home short release) Type D final exam Final Exam
Written advice on one or more hypothetical scenarios (4000w max)
60% Week 13
Due date: 05 Nov 2022 at 12:00
3 hours
Outcomes assessed: LO1 LO2 LO3 LO4 LO5
group assignment = group assignment ?
Type D final exam = Type D final exam ?

Assessment summary

Structured Class Presentation – Group Exercise (20%):  4 x student group exercises with specialised scenarios based on structured set questions to be completed on each day of intensive classes. This is a group exercise and the exercise question will be posted on Canvas before the class.

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 member 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.

This task will achieve Unit Learning Outcome 1 by requiring students to demonstrate an understanding of the central role of the board of directors in corporate governance. It will achieve the Unit Learning Outcome 2 by requiring students to demonstrate appropriate knowledge and understanding of the key themes and theories of contemporary corporate governance as discussed in the classes and prescribed readings. It will achieve Unit Learning Outcome 3 by requiring students to demonstrate a high level of understanding of the role of shareholders, and shareholder activism, in corporate governance. It will achieve Unit Learning Outcome 4 by requiring students to apply different approaches to stakeholder protection in corporate governance. It will satisfy Unit Learning Outcome 5 by requiring students to show their understanding of the unit of study material through high level synthesis and evaluation of the legal principles and policy that are relevant for the task.  

Discussion Board Submissions (20%):  4 x 500 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 500 words (maximum).

Guidance on what constitutes a thoughtful comment other than the 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 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.

This task will achieve Unit Learning Outcome 2 by requiring students to demonstrate appropriate knowledge and understanding of the key themes and theories of contemporary corporate governance as discussed in the classes and prescribed readings. It will satisfy Unit Learning Outcome 5 by requiring students to show their understanding of the unit of study material through high level synthesis and evaluation of the legal principles and policy that are relevant for the task.

Take Home Exam (60%):  The online exam will be a duration of 3 hours writing plus 30 minutes reading time with a maximum word length of 4,000 words and will be based on one or more hypothetical scenarios. The exam will be conducted on Saturday 5 November from 12noon. 

The outcome of a successful Special Consideration application is a replacement examination. The outcome of a successful Special Consideration application for a replacement examination is another replacement examination or alternate assessment at the discretion of the lecturer (such as a viva voce oral exam).  

This task will achieve Unit Learning Outcome 1 by requiring students to demonstrate an understanding of the central role of the board of directors in corporate governance. It will achieve the Unit Learning Outcome 2 by requiring students to demonstrate appropriate knowledge and understanding of the key themes and theories of contemporary corporate governance as discussed in the classes and prescribed readings. It will achieve Unit Learning Outcome 3 by requiring students to demonstrate a high level of understanding of the role of shareholders, and shareholder activism, in corporate governance. It will achieve Unit Learning Outcome 4 by requiring students to apply different approaches to stakeholder protection in corporate governance. It will satisfy Unit Learning Outcome 5 by requiring students to show their understanding of the unit of study material through high level synthesis and evaluation of the legal principles and policy that are relevant for the task.

Assessment requirement to pass a unit of study

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.

This unit has an exception to the standard University policy or supplementary information has been provided by the unit coordinator. This information is displayed below:

Late penalties do not apply to exams and any late submission will not be accepted. Late submissions of online postings will also not be accepted.

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.

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.

WK Topic Learning activity Learning outcomes
Ongoing Key themes in corporate governance and comparative corporate governance Seminar (6.5 hr) LO1 LO2 LO3 LO4 LO5
Regulatory responses to global corporate scandals and crises and international governance paradigms Seminar (6.5 hr) LO1 LO2 LO3 LO4 LO5
Core issues in corporate governance Seminar (6.5 hr) LO1 LO2 LO3 LO4 LO5
Topical issues in corporate governance Seminar (6.5 hr) LO1 LO2 LO3 LO4 LO5

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 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.

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 unit of study 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
GQ1 GQ2 GQ3 GQ4 GQ5 GQ6 GQ7 GQ8 GQ9

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 2021.

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.