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Unit of study_

LAWS6311: Advanced Directors' Duties

Semester 2, 2022 [Normal evening] - Remote

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.

Unit details and rules

Unit code LAWS6311
Academic unit Law
Credit points 6
Prohibitions
? 
None
Prerequisites
? 
None
Corequisites
? 
None
Assumed knowledge
? 

None

Available to study abroad and exchange students

No

Teaching staff

Coordinator Jason Harris, jason.harris@sydney.edu.au
Lecturer(s) Jason Harris, jason.harris@sydney.edu.au
Type Description Weight Due Length
Assignment Research essay (60%)
Research essay on set topic or individual topic approved by coordinator
0% Formal exam period
Due date: 16 Nov 2022 at 23:59
5,000 words /15 weeks
Outcomes assessed: LO1 LO2 LO3
Assignment Optional capstone research essay (70%)
Research essay on set topic or individual topic approved by coordinator
0% Formal exam period
Due date: 16 Nov 2022 at 23:59
7,000 words / 15 weeks
Outcomes assessed: LO1 LO2 LO3
Presentation Class presentation (10%)
Presentation
0% Ongoing 10 minutes (equivalent to 1000 words)
Outcomes assessed: LO1 LO3 LO2
Assignment Capstone research essay abstract (ungraded)
Abstract on capstone research essay topic
0% Week 03
Due date: 17 Aug 2022 at 20:00
100 words
Outcomes assessed: LO1 LO3 LO2
Assignment Problem assignment (30% or 20% if completing capstone essay)
Provide legal advice on a hypothetical problem scenario
0% Week 07
Due date: 14 Sep 2022 at 23:59
2,000 words / 4 weeks
Outcomes assessed: LO1 LO2

Assessment summary

Class presentation 10%: 

Students will lead the class discussion on an assigned reading. Students will allocate themselves to a reading before the start of Class 2 (see Canvas for details). Students will be expected to summarise the reading, highlighting the main argument and key points made and be able to explain how the reading relates to other reading materials covered in the unit. Students granted Special Consideration will be allocated to a later class. Students granted Special Consideration for the final class will undertake a separate oral presentation on Zoom with the unit coordinator. 

This assessment task will meet Learning Objective LO1 by requiring students to demonstrate an understanding of the relevant principles of corporate law across the jurisdictions covered, by relating the discussion in the reading to common scenarios involving company directors. The assessment task will meet Learning Objective LO2 by requiring students to critically assess the operation of relevant legislation and policies that apply to company directors through consideration of different stakeholder perspectives on the role and responsibility of directors. This assessment task will meet Learning Objective LO3 by requiring students to critically evaluate the development of corporate law principles applying to company directors taking into account values of diversity, culture and gender (where relevant to the particular reading selected).

Problem assignment (2000 words) 30%: 

Students will answer a hypothetical problem question and provide legal advice to one or more parties listed in the problem facts. The problem will be released by the start of Class 3 (17 August 6pm) and will be due by midnight on Class 7 Wednesday 14 September 2022 (Syd time). 

This assessment task will meet Learning Objective LO1 by requiring students to demonstrate an understanding of the relevant principles of corporate law across the jurisdictions covered, by applying the principles to the scenario in the question. The assessment task will meet Learning Objective LO2 by requiring students to critically assess the operation of relevant legislation and policies that apply to company directors through consideration of different stakeholder perspectives on the role and responsibility of directors. 

Research essay (5000 words) 60%: 

Students will undertake an essay based on pre-assigned questions. Students may select their own topic with prior written approval of the unit coordinator. The essay topics will be released by the end of the first class and will be due by midnight on 16 November 2022. 

This assessment task will meet Learning Objective LO1 by requiring students to demonstrate an understanding of the relevant principles of corporate law across the jurisdictions covered, by explaining how the law applies to the topic that they’ve chosen. The assessment task will meet Learning Objective LO2 by requiring students to critically assess the operation of relevant legislation and policies that apply to company directors through consideration of different stakeholder perspectives on the role and responsibility of directors in their essay response. This assessment task will meet Learning Objective LO3 by requiring students to critically evaluate the development of corporate law principles applying to company directors taking into account values of diversity, culture and gender (where relevant to the particular reading selected) in their essay response.

Capstone Students: 

For LLM students who are undertaking this unit towards the end of their degree, and need a capstone experience to complete their degree, the research essay may be adjusted to be 7,000 words to satisfy the capstone essay requirements. Students wishing to undertake a capstone essay must seek the prior written permission of the coordinator and submit a 100 word essay abstract (ungraded) by the end of the 3rd class class, 17 August 2022, 8pm.

Assessment Regime for Capstone Students:

Class presentation 10%: See description above.

Problem assignment (2000 words) 20%: See description above.

Research Essay (7000 words) 70%: See description above.

Your essay topic should respond to the material covered in the present unit. However, at the same time, in order to serve as a capstone for your LLM, it should build upon the learning that has taken place during your LLM studies more generally. The School resolutions in relation to the LLM capstone requirement are available from the School Handbook.

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

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 sydney.edu.au/students/guide-to-grades

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 11:59pm on the due date (such as 9am the following day) will attract a 10% penalty of the total marks available. 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.

You may only use artificial intelligence and writing assistance tools in assessment tasks if you are permitted to by your unit coordinator, and if you do use them, you must also acknowledge this in your work, either in a footnote or an acknowledgement section.

Studiosity is permitted for postgraduate units unless otherwise indicated by the unit coordinator. The use of this service must be acknowledged in your submission.

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
Week 01 Class 1. Introduction; Who are directors? Role and powers of ASIC Seminar (2 hr) LO1 LO2 LO3
Week 02 Class 2. Overview of directors' duties; Theories of directors' duties Seminar (2 hr) LO1 LO2 LO3
Week 03 Class 3. Enforcement of directors' duties Seminar (2 hr) LO1 LO2 LO3
Week 04 Class 4. The duty to act in good faith in the best interests of the company Seminar (2 hr) LO1 LO2 LO3
Week 05 Class 5. The duty to act for a proper purpose Seminar (2 hr) LO1 LO2 LO3
Week 06 Class 6. The no profit rule Seminar (2 hr) LO1 LO2 LO3
Week 07 Class 7. A business opportunities rule? Seminar (2 hr) LO1 LO2 LO3
Week 08 Class 8. The no conflict rule Seminar (2 hr) LO1 LO2 LO3
Week 09 Class 9. Statutory modification of the no conflict rule Seminar (2 hr) LO1 LO2 LO3
Week 10 Class 10. The duty of care Seminar (2 hr) LO1 LO2 LO3
Week 11 Class 11. The Business Judgment Rule Seminar (2 hr) LO1 LO2 LO3
Week 12 Class 12. Directors' liability for defective disclosure Seminar (2 hr) LO1 LO2 LO3
Week 13 Class 13. Directors' liability for compliance failures Seminar (2 hr) LO1 LO2 LO3

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.

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

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 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 apply the relevant principles of corporate law across the jurisdictions covered to common scenarios involving company directors through discussion and evaluation of hypothetical problems discussed in class
  • LO2. Critically assess the operation of legislation and policies that apply to company directors through consideration of different stakeholder perspectives on the role and responsibility of directors
  • LO3. Critically evaluate the development of corporate law principles applying to company directors taking into account values of diversity, culture and gender

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 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.