Outline

Overview

This unit will examine the role and responsibilities of corporate directors, focusing on the various legal rules used to regulate directors duties and competencies, and considering the directors corresponding protections. It will explore the function of these rules and the various mechanisms they deploy to regulate agency problems arising between the board and shareholders as a class; between the board/majority shareholders and minority shareholders; and between the board and other stakeholder groups, notably creditors and employees. The approach will be comparative (making reference to techniques used in the US, UK, continental Europe and Australia), with the goal being to provide a detailed and sophisticated understanding of the applicable legal rules and their practical effectiveness. Further information about this unit is available in the Sydney Law School timetable https://canvas.sydney.edu.au/courses/4533/pages/postgraduate-lecture-timetable, unit of study outline https://www.sydney.edu.au/units and academic staff profile https://www.sydney.edu.au/law/about/our-people/academic-staff.html

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	Anil Hargovan, anil.hargovan@sydney.edu.au

Assessment

The census date for this unit availability is 2 September 2024

Details
Criteria

Type	Description	Weight	Due	Length
Presentation	Structured class participation (10%) Students will participate in group discussion during class	10%	Ongoing	Equivalent to 1,000 words
Outcomes assessed:
Short release assignment	Problem assignment (short-release) (30%) Answer a problem question based on a hypothetical scenario	30%	Week 06 Due date: 06 Sep 2024 at 18:00 Closing date: 20 Sep 2024	2,000 words / 10 working days
Outcomes assessed:
Assignment	Research essay (60%) Students will write a research essay based on topics provided	60%	Week 13 Due date: 01 Nov 2024 at 18:00 Closing date: 15 Nov 2024	5,000 words / 13 weeks
Outcomes assessed:

Assessment summary

Structured class participation 10%:

Students will be assessed based on participating in class discussions, including answering and asking questions. Students will be allocated an on-call class where they will be expected to lead the class discussion, including answering questions from the Unit Coordinator and building on points made by other students. Students granted Special Consideration will be allocated to a later class or given an alternate task.

Problem assignment (short-release, 2000 words, excluding references) 30%:

Students will answer a hypothetical problem question (provided on Canvas) and provide legal advice to one or more parties listed in the problem facts. The problem will be released by 6pm on 23 August 2024 and will be due by 6pm on Friday 6 September 2024 (Sydney Australia time).

Research essay (5000 words, excluding references) 60%:

Students will undertake an essay based on pre-assigned questions. The essay topics will be released by 6pm Friday 2 August 2024 and will be due by 6pm on 1 November 2024 (Sydney Australia time).

Special consideration: Students who receive a grant of Special Consideration may receive an extension or alternative task at the discretion of the Unit Coordinator.

Use of editors or proof-readers: In completing unsupervised assessments, students may use editors, proof-readers, and automated writing tools (including translation software, grammar checkers, reference generators and artificial intelligence), provided that all use is acknowledged and consistent with University policies and procedures including Academic Integrity Policy. Acknowledgment must be made in writing on the front of the work submitted for assessment, or in an appropriate footnote or other reference, and state the name of the person or software.

Word limit 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 all footnotes and any bibliography (if required), and acknowledgements of permissible assistance from editors, automated writing tools or generative AI (where use is permitted).

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 2021 (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:

The late submission of a piece of assessment, without an approved extension, will attract a penalty of 10% of the total marks available for the piece of assessment per calendar day or part thereof. For example, a submission after 6pm but by 11:59pm on the due date for submission will attract a 10% penalty. A submission after midnight of the due date for submission will attract a 20% penalty. A submission on the following day after midnight will attract a 30% penalty, and so on. This will be strictly enforced so students are encouraged to submit their papers at least 10 minutes before the due time to ensure there are no technical or internet problems in submission.

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.

Support for students

The Support for Students Policy 2023 reflects the University’s commitment to supporting students in their academic journey and making the University safe for students. It is important that you read and understand this policy so that you are familiar with the range of support services available to you and understand how to engage with them.

The University uses email as its primary source of communication with students who need support under the Support for Students Policy 2023. Make sure you check your University email regularly and respond to any communications received from the University.

Learning resources and detailed information about weekly assessment and learning activities can be accessed via Canvas. It is essential that you visit your unit of study Canvas site to ensure you are up to date with all of your tasks.

If you are having difficulties completing your studies, or are feeling unsure about your progress, we are here to help. You can access the support services offered by the University at any time:

Support and Services (including health and wellbeing services, financial support and learning support)
Course planning and administration
Meet with an Academic Adviser

Weekly schedule

WK	Topic	Learning activity
Week 01	Class 1. Introduction; Who are directors? Role and powers of ASIC	Seminar (2 hr)
Week 02	Class 2. Overview of directors' duties; Theories of directors' duties	Seminar (2 hr)
Week 03	Class 3. Enforcement of directors' duties	Seminar (2 hr)
Week 04	Class 4. The duty to act in good faith in the best interests of the company	Seminar (2 hr)
Week 05	Class 5. The duty to act for a proper purpose	Seminar (2 hr)
Week 06	Class 6. The no profit rule	Seminar (2 hr)
Week 07	Class 7. A business opportunities rule?	Seminar (2 hr)
Week 08	Class 8. The no conflict rule	Seminar (2 hr)
Week 09	Class 9. Statutory modification of the no conflict rule	Seminar (2 hr)
Week 10	Class 10. The duty of care	Seminar (2 hr)
Week 11	Class 11. The Business Judgment Rule	Seminar (2 hr)
Week 12	Class 12. Directors' liability for defective disclosure	Seminar (2 hr)
Week 13	Class 13. Directors' liability for compliance failures	Seminar (2 hr)

Attendance and class requirements

Attendance: All students are required to attend at least 70% of classes to satisfy the pass requirements for each unit of study. Failure to meet this requirement may result in a student being precluded from undertaking the final assessment.

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.

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. A link to the library website where this is set out comprehensively is available at Referencing and Citation Styles: AGLC4.

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

All required reading will be available on Canvas.

Students are also advised to access Ford, Austin and Ramsay’s Principles of Corporations Law on Lexis Advance through the University Library databases.

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. Critically evaluate and apply the relevant principles of corporate law across the jurisdictions covered to common scenarios involving company directors through discussion of hypothetical problems
LO2. Critically evaluate the effectiveness and efficacy of relevant legislation and policies that apply to company directors through consideration of different stakeholder perspectives on the role and responsibility of directors through the jurisdictions discussed in the unit
LO3. Appraise the development of corporate law principles in the jurisdictions discussed in the unit as they apply to company directors, incorporating values of diversity, culture, and gender, and suggest innovative solutions to address identified gaps or challenges

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 changed to include contemporary material on climate change and directors' duties.

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

Support for students

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

LAWS6311: Advanced Directors' Duties

Semester 2, 2024 [Normal evening] - Camperdown/Darlington, Sydney

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

Support for students

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