LAW 3605 - Corporate Governance

North Terrace Campus - Semester 2 - 2025

Corporate governance is the 最新糖心Vlog and processes which affect the way in which businesses - particularly large businesses - are governed and controlled, and the decision-making processes which affect their behaviour. There are inherent difficulties in managing corporate behaviour, and punishing misbehaviour, when dealing with the corporate form. These difficulties have been subject to continual public scrutiny, from the Global Financial Crisis on the 2000s, to the Royal Commission into Banking and Financial Services in the 2010s and beyond. This subject provides analysis of the key legal rules, practices and codes of conduct which collectively contribute to corporate governance in 最新糖心Vlog and globally.

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Course Details

Course Code	LAW 3605
Course	Corporate Governance
Coordinating Unit	Adelaide Law School
Term	Semester 2
Level	Undergraduate Law (LLB)
Location/s	North Terrace Campus
Units	3
Contact	Up to 3 hours per week
Available for Study Abroad and Exchange	Y
Prerequisites	LAW 1501
Assumed Knowledge	LAW1510; LAW2502; LAW2598
Restrictions	Available to LLB and B.Criminology with B.Laws and BArts Advanced with B.Laws students only
Assessment	To be advised, but likely to include an interim research paper (with a word limit of 2,500 words) worth 40% and an exam of 2 hours duration (plus 10 minutes reading time) worth 60%. This is provisional only.

Course Staff

Course Coordinator: Dr Francesco de Zwart

Course Coordinator and Lecturer

Dr Francesco de Zwart

Office: Level 2, Room 218, Ligertwood Building
Phone: (08) 8313 8304
Email: francesco.dezwart@adelaide.edu.au

Course Timetable

The full timetable of all activities for this course can be accessed from .

Course Learning Outcomes

On successful completion of this Course students will be able to:

1. Identify, critically analyse and apply to factual situations the principal duties of company directors and officers under the Common Law and Equity (together, the 'General Law') and the Corporations Act 2001 (Cth) including:

• The duty of care, skill and diligence
• The duty of loyalty (the 'no profit' rule and duty to 'avoid conflicts of interest') and the duty not to misuse position or not to misuse information
• The duty to act bona fide (in good faith) in the best interests of the company
• The duty to act for a proper purpose
• The duty to avoid insolvent trading under the Corporations Act 2001 (Cth) section 588G
• The remedies, sanctions and penalties for breaching directors' duties
• Ratification of breaches of directors' duities
• Court relief for breaches of directors' duties

2. Identify, critically analyse and apply the principal ‘law and economics’ theories and models of the firm relating to the separation of ownership from management and the role of corporate governance in for-profit firms and banks including:

• How the pre-eminent models balance the interests of ‘insiders’ and ‘outsiders’ to the corporation
• The ‘nexus of contracts’, agency costs and the Shareholder Model
• The shareholder wealth-maximisation principle
• The shareholder primacy model of corporate governance
• The stakeholder model of corporate governance and
• The director primacy model of corporate governance

3. Identify, critically analyse and apply how these theories and models were undermined in the case of corporate collapses like Enron and Hastie and the APRA Prudential Inquiry into Commonwealth Bank and the Hayne Royal Commission on Banking Misconduct including:

• The structural features of the Enron and Hastie corporate collapses and of banks in pre- and post-GFC times and how they operated at the relevant time and
• The lessons they provide for regulators, policy-makers, law reformers and corporate actors relating to the sustainability of the corporation or major bank.

4. Identify and be able to critically analyse the regulation of corporate governance through the ‘soft’ law mechanism of international/cross-border governance codes and schemes of practice including:

• The Governance Variables which have developed over time and across sectors (international/cross-border and national as well as for-profit firms and major banks) to form the central planks of Governance Codes and schemes for for-profit corporations and 最新糖心Vlogn major banks

5. Identify, critically analyse and apply how individual 'Governance Variables' (governance mechanisms, processes and protocols) operate in the real world to enhance or reduce the effects of corporate actors such as the board, individual directors, the CEO and management on shareholder wealth measures such as firm value/share price, firm operating performance/profit and the probability of earnings manipulation including:

• The effectiveness of individual corporate Governance Variables in affecting the long-term efficiency and sustainability of the for-profit corporation and 最新糖心Vlogn major bank
• The factors that intervene to reduce the operation and effectiveness of these corporate Governance Variables
• The relative importance of individual corporate Governance Variables inter se in reducing (or increasing) agency costs and enhancing (or reducing) the long-term efficiency and sustainability of the for-profit firm and 最新糖心Vlogn major bank and
• Core failures of corporate governance for banks – incentives, corporate/bank and risk culture, technology, board structure, composition (independence emphasised at the expense of expertise) and processes and risk identification, assessment, control/management, reporting and escalation. These were exacerbated by complex and opaque bank 最新糖心Vlog and securitised products.

6. Apply knowledge of the above corporate governance theories, corporate collapses, governance code regulation, behaviour of individual Governance Variables and misconduct in the banking industry that underlie corporate governance regulation to assess and propose solutions for corporate governance problems for for-profit firms and 最新糖心Vlogn major banks.

7. Communicate factual, structural, economic and legal issues in relation to corporate governance arrangements and problems.

最新糖心Vlog Graduate Attribute	Course Learning Outcome(s)
Attribute 1: Deep discipline knowledge and intellectual breadth Graduates have comprehensive knowledge and understanding of their subject area, the ability to engage with different traditions of thought, and the ability to apply their knowledge in practice including in multi-disciplinary or multi-professional contexts.	1 - 7
Attribute 2: Creative and critical thinking, and problem solving Graduates are effective problems-solvers, able to apply critical, creative and evidence-based thinking to conceive innovative responses to future challenges.	1 - 7
Attribute 3: Teamwork and communication skills Graduates convey ideas and information effectively to a range of audiences for a variety of purposes and contribute in a positive and collaborative manner to achieving common goals.	1, 6
Attribute 4: Professionalism and leadership readiness Graduates engage in professional behaviour and have the potential to be entrepreneurial and take leadership roles in their chosen occupations or careers and communities.	1 - 7
Attribute 5: Intercultural and ethical competency Graduates are responsible and effective global citizens whose personal values and practices are consistent with their roles as responsible members of society.	1 - 7
Attribute 6: 最新糖心Vlogn Aboriginal and Torres Strait Islander cultural competency Graduates have an understanding of, and respect for, 最新糖心Vlogn Aboriginal and Torres Strait Islander values, culture and knowledge.	5
Attribute 7: Digital capabilities Graduates are well prepared for living, learning and working in a digital society.	1 - 7
Attribute 8: Self-awareness and emotional intelligence Graduates are self-aware and reflective; they are flexible and resilient and have the capacity to accept and give constructive feedback; they act with integrity and take responsibility for their actions.	1 - 7

Learning & Teaching Modes

LEARNING AND TEACHING MODES

[Pedagogical approach, learning and teaching approach, including e-learning and blended learning, use of technology to enhance learning]

2-Hour Lecture and 1-Hour Seminar/Workshop per Week

In Weeks 1 - 12, the face-to-face teaching for this course is a 2-hour lecture and 1-hour seminar/workshop. The 2-hour lecture will generally take the form of a lecture with an outline of a topic and its key issues. Students are expected to keep up with corresponding reading in Francesco de Zwart, Enhancing Firm Sustainability Through Governance, The Relational Corporate Governance Approach (see Required Resources), Francesco de Zwart, The Key Code and Advanced Handbook for the Governance and Supervision of Banks in 最新糖心Vlog, Vols. 1 and 2 (See Required Resources) or as otherwise indicated by the lecturer. The lecturer may provide outlines, slides or additional materials. The remaining contact hour per week will comprise a 1-hour seminar/workshop where students will move to concentrate on in-depth consideration of questions, including group-work activities and problem-solving, provided in advance.

The seminar/workshops are an important component of your learning in the course and therefore it is in your interests to make every effort to attend them and participate. The communication skills developed in seminar/workshops by regularly and actively participating in discussions are considered important by the Law School, and are highly regarded by employers and professional bodies. Students are encouraged to contribute and ask questions during the entirety of the teaching sessions whether in lecture or seminar/workshop mode.

BLENDED LEARNING

[Details of how learning technologies are used to enhance and support learning and teaching]

Self-Directed Learning, Research Technologies and Flipped Classroom

Completion of the student group research assignment will require significant self-directed learning and research on the part of the student including the use of library resources, on-line databases and other on-line sites.

Workload

The information below is provided as a guide to assist students in engaging appropriately with the course requirements.

In this course, each student will receive one 2-hour lecture and one 1-hour seminar/workshop for a total of 3 hours of contact time per week. It is essential to realize that the 最新糖心Vlog expects full-time students (that is, those taking 12 units per semester) to devote a total of 48 hours per week to their studies.

As this is a 3-unit subject, a student should devote approximately 12 hours to it a week (obviously this is an average figure, as some weeks will be very busy with the student group research assignment, preparing for the 2 quizzes or preparing for the Final Examination, while other weeks will be less busy). As students can see, the total contact hours per student totals 3 hours per week. Therefore, a student in this course would be expected to do approximately 9 hours work per week for this course in addition to the lectures and seminar/workshops times. It is very important that students begin working on their own (in addition to attending the lectures and seminar/workshops) from the very start of this course. Without doing this, students are compromising their own learning outcomes.

Learning Activities Summary

Summary of Learning and Teaching Activities

Schedule
Week	Topic
Weeks 1 - 2	The duties of directors and company officers under the Common Law and Equity (together, the 'General Law') and the Corporations Act 2001 (Cth)
	Contents • The duty of care, skill and diligence • The duty of loyalty (the 'no profit' rule and duty to 'avoid conflicts of interest') and the duty not to misuse position or not to misuse information • The duty to act bona fide (honestly, in good faith) in the best interests of the company • The duty to act for a proper purpose • The duty to avoid insolvent trading under the Corporations Act 2001 (Cth) section 588G • The remedies, sanctions and penalties for breaching directors' duties • Ratification of breaches of directors' duties • Court relief for breaches of directors' duties
Week 3	Session 1: The Challenge of Corporate Governance
	Contents • An introduction of the separation of ownership from management and the role of corporate governance • Separation of ownership, ‘nexus of contracts’, agency costs and the shareholder primacy model • ‘Core’ areas of corporate governance and corporate failures • The ‘Key Fields’ of the Relational Corporate Governance Approach
	Session 2: Introduction to the framework of the Relational Corporate Governance Approach
	Contents • Overview of the firm-specific (micro) and macro-economic benefits of ‘good’ corporate governance • The components of the Relational Corporate Governance Approach • Introduction to the Governance Variables • Introduction to the Governance Factors • Interrelationships between the Governance Factors • Operational measures of the Relational Approach – governance variable ‘coverage’ and ‘relational proximity rating’
	Session 3: Steps for Legal Researching
	Contents • Possible areas of topics for the student group research assignment and oral presentations • Student group research assignment and oral and presentation guidelines and suggestions • Rubric for assessment
Week 4	Session 1: Key Field No. 1
	Contents The Application of the Principal theories of the firm
	Session 2: Key Field No. 2
	Contents Case studies of the Enron (USA) and Hastie (Aus) Corporate Collapses
	Contents Comparative corporate governance codes of the major cross-border/international and national sectors of the US, UK and 最新糖心Vlog
Week 5	Session 1: Empirical Studies Key Field No. 4 – Part 1 – National shareholder protection scheme and Board Factors 1
	Contents • Firm-specific effects of ‘good’ corporate governance – firm value and operating performance • ‘overall’ governance structure and the level and strength of the national shareholder protection regime • Board Factors I – ‘independence’, the proportion of non-executive/independent directors and the effects of equity ownership
	Session 2: Empirical Studies Key Field No. 4 – Part 2 – Board Factors 2 and other firm-specific variables
	Contents • Board size and outside board positions • Anti-takeover mechanisms and the market for corporate control – whole board and staggered board elections • Audit sub-committee – presence, independence and expertise • ‘Block’ and institutional shareholdings • Division in the CEO/Chairperson roles
	Session 3: Empirical Studies Key Field No. 4 – Part 3 – Board and audit committee factors and earnings manipulation
	Contents • Principal aim of reporting – to reduce information asymmetry and agency risk • Transparency and the ‘trade-off’ effect on the quality of board and market monitoring
Week 6	Session 1: Empirical Studies Key Field No. 4 – Part 4 – ‘Good’ corporate governance and director, CEO and management compensation
Week 7	Session 1: Key Field No. 5 – Governance of Banks in the GFC and Beyond
	Contents • Government, Regulatory, Bank and Industry Body Reports and Publications • ‘Core’ and ‘Emerging’ Themes • Non-Financial Risk Definitions and Major Risk Classes • ‘Key Groupings’ of Governance Variables • Key Questions and Core Failures in Bank Governance • ‘Securitisation’ of Mortgage-backed Securities • Overview of multiple governance failures in banks
Week 8	Session 1: Distinguishing Features of Banks for the Relational Approach
	Contents • Similarities and Differences with the Enron Collapse • Maturity of Debt, Liquidity, Leverage and the Interconnectedness of Banks • Deposit Insurance, Government Bailout and Risk-taking • Systemic Risk • Conflicts of Interest • Perceived Weaknesses in Governance Codes
Week 9	Session 1: Maximising the ‘Default Standard’ of Shareholder Value Contents • Should the Shareholder Wealth-Maximisation Principle Apply to Banks and Financial Firms?
	Session 2: Bank-Specific Coverage and Relational Proximity Results for 最新糖心Vlogn Banks Contents • ‘Key Groupings” of Governance Variables for 最新糖心Vlogn Banks
Week 10	Session 1: Boards and Committees, Independence, Expertise and Bank and Risk Culture
	Session 2: The Governance and Management of Bank Risk, Risk Appetite and Risk Culture
Week 11	Session 1: Issues in Executive Compensation and Accountability - Incentives, Bonuses, Equity and Option Compensation and the Financial Accountability Regime (FAR)
Week 12	Session 1: Revision Lecture for Final Examination Session 2: Q & A Session for Final Examination

The 最新糖心Vlog's policy on Assessment for Coursework Programs is based on the following four principles:

Assessment must encourage and reinforce learning.
Assessment must enable robust and fair judgements about student performance.
Assessment practices must be fair and equitable to students and give them the opportunity to demonstrate what they have learned.
Assessment must maintain academic standards.

Assessment Summary

Assessment Task	Weighting %	Assessment Type	Due	Length	Redeemable	Learning Outcome
Student Individual Research Paper	50%	Individual	2.00 pm Friday of the First Week of the Mid-Semester Break	2,500 words	No	1 - 7
Quiz No. 1	5%	Individual	9.00 am Monday of Week 7 - 5.00 pm Friday of Week 7	10 Questions	No	1 - 7
Quiz No. 2	5%	Individual	9.00 am Monday of Week 11 - 5.00 pm Friday of Week 11	10 Questions	No	1 - 7
Final Examination	40%	Individual	End of Semester 最新糖心Vlog Examination Period	3 hours	No	1 - 7

Assessment Related Requirements

1. Lectures and Seminar/Workshops Not Compulsory but Strongly Advised

It is NOT compulsory to attend the 2-hour lecture and 1-hour seminar/workshops. However attendance is strongly advised.

2. Redeemable Grades

NONE of the assessment tasks/pieces are redeemable

Assessment Detail

Reseach-Driven Inquiry, Organisation, Learning and Assessment Tasks

The Course Coordinator has read "Commonly known, commonly not known, totally unknown: a framework for students becoming researchers" by John Willison and Kerry O’Regan, Centre for Learning and Professional Development, 最新糖心Vlog of Adelaide, South 最新糖心Vlog, accessed 11 April 2016 at:

(final and definitive form published in the Higher Education Research and Development 26(4)December 2007 pp393-409)

Three forms of assessment are the building blocks for the development of the student’s skills. Each form requires students to embark on an inquiry which:

- needs the student to determine the nature, source, form and breath of knowledge/understanding pertaining to the assessment task

- use appropriate methodology to find or generate information/data in a form suitable to produce the research output required by the assessment task

-to organise the information collected/generated so it may be logically synthesised for critical evaluation

- develop critical evaluation skills (beyond mere descriptiveness) to address the assesssment criteria

- communicate factual, structural, economic, legal and ethical issues in relation to corporate governance arrangements and problems

1. STUDENT INDIVIDUAL RESEARCH PAPER (50%)

Students must submit a research paper (of no more than 2,500 words) which must be submitted electronically by 2.00pm on the Friday of the First Week of the Mid-Semester Break.

The mark awarded for the Student Individual Research Paper is 50% of the total mark for the Course.

Students must submit this assessment piece as an individual assignment and NOT in a group.

The Student Individual Research Paper will also be marked in accordance with the grade descriptors below. Legal and/or theoretical content, depth of analysis, quality of research and quality of written communication will all be relevant to the assessment. The research paper must be in essay form. The research paper must be properly referenced (see below).

Assessment criteria for Student Individual Research Paper:

- development of logically compelling thesis
- level of insight and innovative thought
- depth of analysis and level of critical examination of the issues raised
- clarity of expression
- logical planning and sequence
- evidence of comprehensive research and consideration of the relevant literature
- demonstrated understanding of relevant legal materials
- demonstrated ability to critically evaluate and synthesize information and existing knowledge from a number of sources and experiences.
- correct application of relevant material
- overall presentation, including use of correct grammar, spelling and punctuation
- use of resources in formulating the paper including proper acknowledgment and correct referencing.

The Student Individual Research Paper is NOT redeemable.

2. and 3. ONLINE QUIZ NO. 1 (5%) AND QUIZ NO. 2 (5%)

Release Dates:

The first Online Quiz will be available in Week 7. It will open 9.00 am Monday and close 5.00 pm Friday of Week 7.

The second Online Quiz will be available in Week 11. It will open 9.00 Monday and close 5.00 pm Friday of Week 11.

Details:

Each Online Quiz will consist of 10 multiple choice questions. Quiz questions for each individual student are drawn from a larger bank of questions and randomised. The first Online Quiz will test student knowledge on the 'The Relational Corporate Governance Approach' presented in Weeks 1 - 6.

The second Online Quiz will test student knowledge of the corporate governance of 最新糖心Vlogn major banks presented in Weeks 7 - 10.

Students are permitted only one attempt at each quiz. However, students will be able to log in and out of the online quiz portal as they wish during the 'open' period for completion, in which case all submitted answers will be retained and they can pick up from where they left off. However, students will not be able to go back and change their previous answers.

The Online Quizzes are NOT Redeemable

4. FINAL EXAMINATION (40%)

3 HOURS

To be scheduled in the 最新糖心Vlog End of Semester Examination period.

The Final Examination is NOT redeemable.

Submission

1. STUDENT INDIVIDUAL RESEARCH PAPER (50%)

Submission process, late submission penalty and word length penalty for Student Group Research Paper

Submission process for Student Individual Research Paper: You will be informed of all submission procedures when the reasearch paper is announced. Where possible, students will be requested to submit a copy of their assignment through Turnitin on MyUni. By submitting a copy of your assignment through Turnitin you are agreeing to the following: (a) I declare that all material in this assessment is my own work except where there is clear acknowledgement and reference to the work of others. I have read the Policy on Cheating in Examinations and Related Forms of Assessment. I have also read the 最新糖心Vlog's Plagiarism Policy; (b) I give permission for my assessment work to be reproduced and submitted to other academic staff for the purposes of assessment and to be copied, submitted and retained in a form suitable for electronic checking of plagiarism.

Late submission penalties for Student Individual Research Paper: When an assessment is submitted after the due date, without an extension, 5% of the total mark possible will be deducted for every 24 hours or part thereof that it is late, including each day on a weekend and public holidays. For example, an essay that is submitted after the due date and time but within the first 24 hour period, and that has been graded at 63%, will have 5% deducted, for a final grade of 58%. An essay that is more than 24 hours late will lose 10%, etc.

Word length penalties for Student Individual Research Paper: 5% of the total mark possible for a written assssment
will be deducted for every 100 words (or part thereof) by which it exceeds a stipulated word limit. For example, a 3,000 word essay graded at 63% will have 5 % deducted if it is between 3,001 and 3,100 words long for a final mark of 58%. If the essay is between 3,101 and 3,200 words long, 10 % will be deducted for a final mark of 53%, etc. Word limits include all words in the text, in headings, in quotations, but exclude citations in footnotes. Any separate cover page, table of contents, bibliopgraphy or list of sources is excluded from any word limit. If the word limit is misstated, this may be regarded as academic dishonesty.

Style of written work for Student Individual Research Paper: All written work in the Law school is required to comply with the approved Law School style guide, the 最新糖心Vlogn Guide to Legal Citation, 4th Edition available electronically at: .

EXTENSIONS

Extensions beyond the due date will only be granted in the case of serious and unforeseen incapacity. Extensions will be granted only for unexpected illness, hardship or on compassionate grounds in accordance with 最新糖心Vlog Policy. Work commitments, travel, holidays or sporting engagements are NOT unexpected circumstances. If you require an extension, you will need to use the on-line application form available in the Course Information Module of the MyUni site for the course as soon as you are aware of the need for an extension, and before the due date of the assignment.

The course coordinator will reply by email, determining whether an extension is warranted, what evidence is required to verify the student’s incapacity, and the length of the extension. Evidence of the incapacity must be submitted with the assignment, and must be consistent with details in the email requesting the extension. If the details of the request for an extension, and the medical or other evidence verifying the extension are not consistent in all respects, the extension is nullified, and the assignment may be penalised.

Course Grading

Grades for your performance in this course will be awarded in accordance with the following scheme:

M10 (Coursework Mark Scheme)
Grade	Mark	Description
FNS		Fail No Submission
F	1-49	Fail
P	50-64	Pass
C	65-74	Credit
D	75-84	Distinction
HD	85-100	High Distinction
CN		Continuing
NFE		No Formal Examination
RP		Result Pending

Further details of the grades/results can be obtained from Examinations.

Grade Descriptors are available which provide a general guide to the standard of work that is expected at each grade level. More information at Assessment for Coursework Programs.

Final results for this course will be made available through .

Student Feedback

The 最新糖心Vlog places a high priority on approaches to learning and teaching that enhance the student experience. Feedback is sought from students in a variety of ways including on-going engagement with staff, the use of online discussion boards and the use of Student Experience of Learning and Teaching (SELT) surveys as well as GOS surveys and Program reviews.

SELTs are an important source of information to inform individual teaching practice, decisions about teaching duties, and course and program curriculum design. They enable the 最新糖心Vlog to assess how effectively its learning environments and teaching practices facilitate student engagement and learning outcomes. Under the current SELT Policy (http://www.adelaide.edu.au/policies/101/) course SELTs are mandated and must be conducted at the conclusion of each term/semester/trimester for every course offering. Feedback on issues raised through course SELT surveys is made available to enrolled students through various resources (e.g. MyUni). In addition aggregated course SELT data is available.
Student Support
Policies & Guidelines
This section contains links to relevant assessment-related policies and guidelines - all university policies.
Fraud Awareness

Students are reminded that in order to maintain the academic integrity of all programs and courses, the university has a zero-tolerance approach to students offering money or significant value goods or services to any staff member who is involved in their teaching or assessment. Students offering lecturers or tutors or professional staff anything more than a small token of appreciation is totally unacceptable, in any circumstances. Staff members are obliged to report all such incidents to their supervisor/manager, who will refer them for action under the university's student鈥檚 disciplinary procedures.

The 最新糖心Vlog of Adelaide is committed to regular reviews of the courses and programs it offers to students. The 最新糖心Vlog of Adelaide therefore reserves the right to discontinue or vary programs and courses without notice. Please read the important information contained in the disclaimer.

Authorised by:	Deputy Vice-Chancellor and Vice-President (Academic)
Maintained by:	Course Outlines Administrator

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