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LAW5160 - Corporate governance and shareholders remedies 506

6 points, SCA Band 3, 0.125 EFTSL

Undergraduate Faculty of Law

Leader: Semester Two: Elizabeth Boros


Clayton Second semester 2007 (Day)


This unit examines the way corporations are governed, and the roles of directors and shareholders. Primary focus will be on Australian law, however, comparisons will be drawn from other countries, eg the UK, Canada and the US. Topics include:

  1. Corporate Governance -
    1. division of power between the board and the general meeting;
    2. the role of the board; and
    3. the way boards are regulated.
  2. Shareholders' Remedies -
    1. self help remedies; individual shareholder activism; and customising the corporate constitution; and
    2. litigious remedies, including: oppression, winding up, common law limitations on majority voting power; and the statutory derivative action


On completion of this unit, students should be able to: recognise and understand the common problems experienced by members of various types of company; advise a hypothetical client regarding strategies for preventing or remedying those problems without recourse to litigation; advise a hypothetical client regarding litigious remedies to combat those problems; understand likely trends for future development in the law relating to shareholders' rights and remedies; develop and demonstrate oral communication skills and skills of presentation of legal concepts, rules and argument in an interactive seminar context; and, develop and demonstrate legal research and writing and legal argument skills.


Research assignment (4000 words): 50%
Examination (1 hour writing time plus 30 minutes reading and noting time): 50% OR Examination(2 hours writing time plus 30 minutes reading and noting time): 100%

Contact hours

Three hours of lectures per week