LAW 3543 - Corporate Gatekeepers: Regulatory Perspectives

North Terrace Campus - Semester 2 - 2019

This topic explores the role and contribution of corporate gatekeepers. As the power and complexity of the modern corporation has increased, an intricate web of parties have been charged, to some degree, with keeping a watch on the exercise of corporate power. These parties include both regulators who monitor aspects of corporate activity, and professionals who are called on to advise, or take on specific tasks in the life of the corporation. This course will introduce regulatory theory with its expanded understanding of regulation and regulatory techniques. It will use this perspective to critically evaluate the way these gatekeepers work, and the extent to which the legal and regulatory framework supports or limits their power and effectiveness.

  • General Course Information
    Course Details
    Course Code LAW 3543
    Course Corporate Gatekeepers: Regulatory Perspectives
    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 2505 or LAW 2598
    Restrictions Available to LLB students only
    Course Description This topic explores the role and contribution of corporate gatekeepers. As the power and complexity of the modern corporation has increased, an intricate web of parties have been charged, to some degree, with keeping a watch on the exercise of corporate power. These parties include both regulators who monitor aspects of corporate activity, and professionals who are called on to advise, or take on specific tasks in the life of the corporation. This course will introduce regulatory theory with its expanded understanding of regulation and regulatory techniques. It will use this perspective to critically evaluate the way these gatekeepers work, and the extent to which the legal and regulatory framework supports or limits their power and effectiveness.
    Course Staff

    Course Coordinator: Professor Suzanne Le Mire



    Name: Professor Suzanne Le Mire (course co-ordinator)

    Location: Room 3.26, Ligertwood Building

    Telephone: 8313 0102

    email: suzanne.lemire@adelaide.edu.au   

    Course Timetable

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

  • Learning Outcomes
    Course Learning Outcomes
    On successful completion of this course, students will be able to:
    1. Identify and explain the role of corporate gatekeepers in addressing the legal and ethical dimensions of real world corporate problems in written and oral work;
    2. Analyse and synthesise research sources, theory, legal and ethical principles, legislation and case law in relation to real life corporate problems in oral and written outcomes;
    3. Report on research findings and conclusions in an academically appropriate style and manner.
    University Graduate Attributes

    This course will provide students with an opportunity to develop the Graduate Attribute(s) specified below:

    University Graduate Attribute Course Learning Outcome(s)
    Deep discipline knowledge
    • informed and infused by cutting edge research, scaffolded throughout their program of studies
    • acquired from personal interaction with research active educators, from year 1
    • accredited or validated against national or international standards (for relevant programs)
    1,2,3
    Critical thinking and problem solving
    • steeped in research methods and rigor
    • based on empirical evidence and the scientific approach to knowledge development
    • demonstrated through appropriate and relevant assessment
    2,3
    Teamwork and communication skills
    • developed from, with, and via the SGDE
    • honed through assessment and practice throughout the program of studies
    • encouraged and valued in all aspects of learning
    1,3
    Career and leadership readiness
    • technology savvy
    • professional and, where relevant, fully accredited
    • forward thinking and well informed
    • tested and validated by work based experiences
    1,3
    Intercultural and ethical competency
    • adept at operating in other cultures
    • comfortable with different nationalities and social contexts
    • Able to determine and contribute to desirable social outcomes
    • demonstrated by study abroad or with an understanding of indigenous knowledges
    1,3
    Self-awareness and emotional intelligence
    • a capacity for self-reflection and a willingness to engage in self-appraisal
    • open to objective and constructive feedback from supervisors and peers
    • able to negotiate difficult social situations, defuse conflict and engage positively in purposeful debate
    1,3
  • Learning Resources
    Required Resources
    The Course Materials set for each week (required reading is contained in the reading brick) must be brought to class every week. They will be referred to continuously.

    These resources are available at the ICC, or electronic copies are available via MyUni.

    Recommended Resources
    • Gideon Haigh, Asbestos House (Scribe, Melbourne, 2006)
    • John Coffee Jr, Gatekeepers: The Professions and Corporate Governance (OUP, Oxford, 2006)
    • Jean Jacques du Plessis, Anil Hargovan and Mirko Bagaric, Principles of Contemporary Corporate Governance (4th ed, Cambridge University Press, Melbourne, 2017)
    • Micklethwait and Wooldridge, The Company: A Short History of a Revolutionary Idea (Modern Library, New York, 2003)
    • John Farrar, Corporate Governance in Australia and New Zealand, (2nd ed, OUP, Melbourne, 2001)
    • Elizabeth Boros and John Duns,  Corporate Law (2nd ed, OUP, Melbourne, 2010)
    • RP Austin and IM Ramsay, Ford’s Principles of Corporations Law (15th ed, LexisNexis, Chatswood NSW, 2012)
    • Paul Redmond, Companies and Securities Law: Commentary and Materials (5th ed, Lawbook Co, Sydney, 2013)
    • Joan Loughrey, Corporate Lawyers and Corporate Governance (Cambridge University Press, Cambridge, 2011)
      • Matt Peacock, Killer Company: James Hardie Exposed (ABC Books, Pymble, Sydney, 2009)
      • Caroline Overingtion, Kickback: Inside the Australian Wheatboard Scandal ((Allen and Unwin, Crows Nest, NSW, 2007)


      Online Learning
      MyUni will be used to post announcements, additional lecture materials (including slides, and where available, recordings of lectures) and announce assignment tasks. It will also contain electronic copies of the Course Profile and Course Materials. 
Students are expected to check MyUni regularly to keep up to date with these materials and additional learning resources throughout the course.

      Students should also regularly check their email.

    • Learning & Teaching Activities
      Learning & Teaching Modes
      This course will be taught in a three hour block. This will include some short lectures, but predominantly involve large and small group discussion and activities in which students will be required to discuss, debate and defend their analysis of the relevant material set in the
      course readings. It is absolutely critical that students have undertaken the reading before coming to class each week.

      In the Learning Guide each week there are discussion questions, activities and problems that will be used in class.

      Workload

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

      Contact time: three hours/week. This amounts to 36 hours of formal class time across the semester.

      Preparation time: In addition to attending formal classes it is anticipated that students will do substantial independent work to prepare for classes and to complete the course assignments. The University expects full time students (those undertaking 12 units per semester) to devote a total of 48 hours per week to their studies.


      Learning Activities Summary
      Schedule
      Week Topic Assessment
      1 The role of the corporate gatekeeper: a regulatory perspective
      2 Regulatory instruments: Soft law: guidelines and codes of conduct
      3 External gatekeepers: ASIC
      4 External gatekeepers: ASIC and others
      5 Auditors
      6 Institutional Investors
      7 Ratings Agencies
      8 Stock exchanges Portfolio: due Tuesday week 8 at 2 pm
      9 Internal monitors: Directors and Officers
      10 Lawyers
      11 External Administrators
      12 Review week Final assignment: due Thursday week 12 at 2 pm
    • Assessment

      The University's policy on Assessment for Coursework Programs is based on the following four principles:

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

      Assessment Summary
      #Assessment TaskTask Type (Individual or Group)LengthWeightingDue DateRedeemable?Course learning outcomes
      1 Class Participation Individual 10% N/A NO 1, 2 and 3
      2 Portfolio Individual 1500 words 30% Tuesday Week 8 YES 1, 2 and 3
      3 Final Assignment Individual 4000 words 60 or 90% Thursday week 12 NO 1, 2 and 3
      For more information, see MyUni
      Assessment Detail
      Class Participation (10%)
      The rules and expectations for the Class Participation mark will be released and explained in Week 1. Generally, students will be expected to participate in large group discussions, small group discussions, and activelycontribute to a number of small group exercises throughout the course. Students must attend 9/12 classes to pass the class participation. Students will receive feedback about their presentations in the first half of the semester which will assist them in prepaprations for the portfolio exercise. 

      Portfolio (30%):
      For this redeemable piece of assessment due in week 8, students select a current or recent topic of interest and collect a portfolio of media commentary about that topic.  The collection will be submitted with a 1500 word paper that responds to the following:

      The gatekeeper has a role in preventing corporate misfeasance. In this case consider the extent to which the gatekeeper has intervened, and the relative success or failure of that intervention in view of the regulatory context within which the gatekeeper is operating. 

      Final Assignment (60% or 90%)
      The final assignment consists of two questions of equal value. One will be an essay-type question and one a legal problem.  They could raise any topic covered in the course. The maximum word count will be 4000 words. 
      Submission
      Unless otherwise advised, all assessment must be submitted electronically via Turnitin by the due date. This means that all papers will be electronically checked for plagiarism. 


      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 University 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 on the law school website (http://www.law.adelaide.edu.au/student/forms/) as soon as you are aware of the need for an extension, andbefore 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. 

      All written work in the Law school is required to comply with the approved Law School style
      guide, the Australian Guide to LegalCitation.

      Penalties:

      1.    Late Submission:
      5% of the total mark possible will be deducted for every 24 hours or part thereof that submission is late, including each day on a weekend. 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 assignment that is more than 24 hours late will lose 10%, etc. Hard copy submissions made after 5.00pm on a Friday will be assumed to have been submitted on the next business day and will be penalised accordingly. 

      2.    Word Length:
      Assignments which exceed the allocated length (word length ) will be subject to a penalty of 5% of total marks possible per 100 words or part thereof (ie with a word limit of 1,250, an essay graded 63% will have 5% deducted if it is 1,251 words long, for a final grade of 58%, 10% if it is 1,351 words long, etc). Words are calculated including all footnotes and headings within the text but
      excluding cover page information. Quotations and all referencing information
      are included in the word count.

      3.     Failure to lodge a hard copy with a Turnitin receipt will mean that your assignment has not been validly submitted and a special penalty
      of 5% may be applied.

      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.

      Courses for which a result of conceded pass has been obtained may not be presented towards the degree requirements for the Bachelor of Laws or the Honours Degree of Bachelor of Laws programs, or any postgraduate law program, nor to satisfy prerequisite requirements within any law course.

      Final results for this course will be made available through Access Adelaide.

      Finality of Assessment Grades

      Students are advised that Course Coordinators will not enter into negotiations of any kind with any student regarding changes to their grades. It is irrelevant, in any given circumstance, that only a minimal number of additional marks are required to inflate a student’s grade for any individual assessment item or course as a whole. Pursuant to the University’s Assessment for Coursework Programs Policyand the Adelaide Law School Assessment Policies and Procedures, grades may only be varied through the appropriate channels for academic review (such as an official re-mark).

      Moderation
      In accordance with the University’s Assessment for Coursework Programs Policy, course coordinators ‘ensure that appropriate marking guidelines and cross-marking moderation processes across markers are in place’ in each course. Procedures adopted by Adelaide Law School to ensure consistency of marking in courses with multiple markers include:
      • assurance of the qualifications of markers, and their knowledge of the content covered in each course;
      • detailed marking guidelines and assessment rubrics to assist in the marking of items of assessment;
      • sharing of example marked assessments at various grade bands across markers;
      • reviewing of selected marked assessments from each marker by the course coordinator;
      • comparison of the marks and their distribution across markers;
      • automatic double-marking of all interim assessment receiving a fail grade, and of final assessments where a student’s overall result is a fail grade;
      • the availability of re-marking of assessments in accordance with Adelaide Law School’s Assessment Policies and Procedures.

      Approval of Results by Board of Examiners
      Students are reminded that all assessment results are subject to approval (and possible moderation/change) by the Law School’s Board of Examiners. Assessment results at the University are not scaled. Under the Assessment for Coursework Programs Policy, students are assessed ‘by reference to their performance against pre-determined criteria and standards … and not by ranking against the performance of the student cohort in the course’. However, under that same policy, the Board of Examiners (as the relevant Assessment Review Committee for courses at Adelaide Law School) is required to ‘ensure comparability of standards and consistency’ in assessment. On occasions, the Board of Examiners will form the view that some moderation is required to ensure the comparability of standards and consistency across courses and years, and accordingly provide fairness to all law students. All assessment results are therefore subject to approval (and possible change) until confirmed by the Board of Examiners and posted on Access Adelaide at the end of each semester.
    • Student Feedback

      The University 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 University 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
      The University Writing Centre provides academic learning and language development services and resources for local, international, undergraduate and postgraduate coursework students enrolled at the University of Adelaide.

      The centre offers practical advice and strategies for students to master reading, writing, note-taking, time management, oral presentation skills, referencing techniques and exam preparation for success at university through seminars, workshops and individual consultations.

      Lex Salus Program
      Lex Salus (law and wellbeing) is an initiative of the Adelaide Law School aimed at destigmatising mental health issues; promoting physical, mental and emotional wellness; building a strong community of staff and students; and celebrating diversity within the school. It also seeks to promote wellness within the legal profession, through the involvement of the Chief Justice of the Supreme Court of South Australia, the Honourable Chris Kourakis, as the official Patron of the program.

      Students can participate in the Lex Salus program by attending barbecue lunches, pancake breakfasts, knitting and crochet circles, seminars, guest speakers, conferences and other activities. Our Facebook page, website and regular all-student emails promote upcoming events, and have tips and information on wellness.

      Our Lex Salus YouTube channel also includes videos on topics like managing stress, and interviews with LGBTQ lawyers and their supporters which celebrate diversity and individuality. Students who commit to 10 hours of volunteering with Lex Salus in one year can have their service recognised on their academic transcript and through a thank you morning tea with the Chief Justice and law school staff.

      Student Life Counselling Support
      The University’s Student Life Counselling Support service provides free and confidential service to all enrolled students. We encourage you to contact the Student Life Counselling Support service on 8313 5663 to make an appointment to deal with any issues that may be affecting your study and life.
    • Policies & Guidelines

      This section contains links to relevant assessment-related policies and guidelines - all university policies.

      Academic Honesty
      Academic dishonesty is a serious act of academic misconduct. All students must be familiar with the University’s Academic Honesty Policy.

      Academic dishonesty is a serious matter and is treated as such by the Law School and the University. Academic dishonesty (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia to admit a person to practice as a legal practitioner in South Australia.

      Academic honesty is an essential aspect of ethical and honest behaviour, which is central to the practice of the law and an understanding of what it is to be a lawyer.
    • 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’s disciplinary procedures.

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