BTF5000 Current Issues in Corporate Governance and Regulation 

BTF5000 Current Issues in Corporate Governance and Regulation

Instructions/Descriptions

BTF5000 Current Issues in Corporate Governance and Regulation

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Reaction Paper Due Date: Wednesday 3rd June 2020 11:59PM ONLINE SUBMISSION This assignment is to be submitted online via Moodle in .pdf format.

The instructions for online submission by Moodle are set out at http://guides.lib.monash.edu/moodle/assignments Assignments are not to be placed in staff mail boxes under any circumstances TASK

The reaction paper involves submission of a written paper of a maximum of 800 words (excluding footnotes) on a scholarly article. By 10 April 2020, each student should have selected a scholarly article among those set out at the end of this assignment on which the student will write a reaction paper.

The final version of the reaction paper must be submitted via Moodle by 3 June 2020. Students must retain a copy of their marked reaction paper until the release of final results for this unit.

The reaction paper DOES need to:

• do more than simply describe an existing problem or legal issue;
• adequately cover the subject. Topic selection is critical here—you want a topic that you can adequately discuss in a short paper length;
• answer questions such as:

o (i) why do the issues dealt with in the scholarly article on

which you write the reaction paper matter, o (ii) whether the selected article refers to a specific

jurisdiction or specific jurisdictions and what this jurisdiction or these jurisdictions is/are;

o (iii) whether the selected scholarly article refers to the current law (in other words: has the law changed?)—if the law has changed, briefly explain what approach you want to adopt in your reaction paper with respect to the occurred changes in the law,

o (iv) what are the most relevant contributions in the literature on the topic,

o (vi) what is your opinion on the arguments proposed in the scholarly article you write a reaction paper on,

o (vii) what arguments is your opinion based on.

HINT: Concrete examples can do wonders;

• be written in an organized, clear and succinct fashion. The more active and interesting the writing, the better!

The final reaction paper must contain a reference list. You are required to reference scholarly journals and books. Your work must contain footnotes (NOT endnotes). You are required to adopt the referencing style APA 6th (please visit: https://guides.lib.monash.edu/citing-referencing/apa).

You must include a reference list at the end of the reaction paper. Organise your reference list alphabetically. The reference list must include all scholarly journals and books you consult when preparing your work. It is expected that reaction papers will contain a brief review of the literature on the topic.

The words and ideas found in the literature must be properly referenced in both footnotes and the reference list. Ideas that are paraphrased from the literature must be properly referenced in both footnotes and the reference list. Students must ensure to avoid plagiarism when writing their reaction papers. Plagiarism is the unattributed use of another’s thoughts or words.

When in doubt, CITE IT! I would much prefer to receive an overcautious paper with too many citations than one with too few. Submission and Cover Sheet You must submit the reaction paper through the unit Moodle site. You also must submit a completed cover sheet through the unit Moodle site.

You can find an Assignment Cover Sheet on the unit Moodle site. The cover sheet contains a warning regarding plagiarism. Assessment Criteria The following matters are taken into account in grading. The more effectively you perform on each task, the better the overall grade:

• understanding of the relevant matters; • logical structure; • clarity of expression; • soundness of the arguments; • identification and synthesis of main issues; • succinctness; • evidence of good research.

Length The maximum length of your reaction paper should be 800 words (excluding footnotes). The words in the reference list do not count. Referencing Style You are required to adopt the referencing style APA 6th (please visit: https://guides.lib.monash.edu/citing-referencing/apa).

Penalty for late submission For any late submissions of the reaction paper, a penalty of 10% of the maximum value of the assessment task applies for each day or part days (including any weekend days and/or public holidays).

Special Considerations For Special consideration applications, please see https://www.monash.edu/exams/changes/special- consideration%23tabs__541603. Assessment Task Contribution The reaction paper counts for 40% of the total marks for the subject. Plagiarism & Collusion A warning regarding plagiarism and collusion is set out on the assignment cover sheet. Please read this carefully.

SCHOLARLY ARTICLES FOR YOUR SELECTION Select the scholarly article on which you write your reaction paper among the following articles and communicate your selection by 10 April 2020.

Separation of Ownership and Control

John C. Coffee Jr., The Rise of Dispersed Ownership: The Roles of Law and the State in the Separation of Ownership and Control, 111 Yale L. J. 1 (2001) Margaret M. Blair & Lynn A. Stout, A Team Production Theory of Corporate Law, 85 VA. L. REV. 247 (1999) Sergio Alberto Gramitto Ricci, Archeology, Language, and Nature of Business Corporations, 89 Miss. L.J. 43

Agency Costs

Jensen, M.C. and Meckling, W.H. (1976) Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure. Journal of Financial Economics, 3, 305-360. Claire A. Hill and Brett H. McDonnell, The Agency Cost Paradigm: The Good, the Bad, and the Ugly, 38 SEATTLE U. L. REV. 561 (2015) Hideki Kanda, Debtholders and Equityholders, 21 Journal of Legal Studies 431

Shareholders

1. Gordon Smith, The Shareholder Primacy Norm, 23 J. CORP. L. 277 (1998).

Lucian A. Bebchuk, The Myth of the Shareholder Franchise, 93 Va. L. Rev. 675 (2007)

Lynn A. Stout, Bad and Not-So-Bad Arguments for Shareholder Primacy, 75 S. CAL. L. REV. 118

Stakeholders

Margaret M. Blair & Lynn A. Stout, A Team Production Theory of Corporate Law, 85 VA. L. REV. 247 (1999) Martin Gelter, The Dark Side of Shareholder Influence: Managerial Autonomy and Stakeholder Orientation in Comparative Corporate Governance, 50 HARV. INT’L L. J. 129-194. Margaret Blair, Locking in Capital: What Corporate Law Achieved for Business Organizers in the Nineteenth Century, 51 UCLA Law Review 387 (2003)

Firm-Specific Investments

Elizabeth Pollman, Team Production Theory and Private Company Boards, 38 SEATTLE U. L. REV. 619 (2015). Margaret M. Blair & Lynn A. Stout, A Team Production Theory of Corporate Law, 85 VA. L. REV. 247 (1999)

Jonathan R. Macey, Externalities, Firm-Specific Capital Investments, and the Legal Treatment of Fundamental Corporate Changes, 1989 Duke Law Journal 173-201 (1989)

Directors

Margaret M. Blair, Boards of Directors as Mediating Hierarchs, 38 SEATTLE U. L. REV. 297 (2015). Einer Elhauge, Sacrificing Corporate Profits in the Public Interest, 80 N.Y.U.L. REV. 733 Stephen M. Bainbridge, Director Primacy: The Means and Ends of Corporate Governance, 97 Nw. U. L. Rev. 547

Related-Party Transactions

Vladimir Atanasov, Bernard Black, and Conrad Ciccotello, Law and Tunneling, 37 Journal of Corporation Law 1 Luca Enriques, Related Party Transactions: Policy Options and Real-World Challenges (with a Crtitique of the European Commission Proposal), 16 European Business Organization Law Review 1 Zohar Goshen, The Efficiency of Controlling Corporate Self-Dealing: Theory Meets Reality, 91 California Law Review 393

Conflicts of Interests

James D. Cox, Managing and Monitoring Conflicts of Interest: Empowering the Outside Directors with Independent Counsel, 48 Vill. L. Rev. 1077 (2003)

Zohar Goshen, The Efficiency of Controlling Corporate Self-Dealing: Theory Meets Reality, 91 California Law Review 393 Klaus J. Hopt, Conflict of Interest Secrecy and Insider Information of Directors—A Comparative Analysis, 10 European Company Law and Financial Law Review 167

Corporate Entities and Fundamental Changes

Jonathan R. Macey, Externalities, Firm-Specific Capital Investments, and the Legal Treatment of Fundamental Corporate Changes, 1989 Duke Law Journal 173-201 (1989) Paul G. Mahoney and Mark Weinstein, The Appraisal Remedy and Merger Premiums, 1 American Law and Economics Review 239 Robert B. Thompson, Squeeze-out Mergers and the “New” Appraisal Remedy, 62 Washington University Law Quarterly 415

Controlling Shareholders

Ronald J. Gilson, Controlling Shareholders and Corporate Governance: Complicating the Comparative Taxonomy, 119 Harvard Law Review 1641

Marcel Kahan, Sales of Corporate Control, 9 Journal of Law, Economics and Organization 368 Ronald J. Gilson and Jeffrey N. Gordon, Controlling Controlling Shareholders, 152 University of Pennsylvania Law Review 785

Securities Markets

Joel Seligman, The Historical Need for a Mandatory Corporate Disclosure System, 9 Journal of Corporation Law 1 Edward B. Rock, Securities Regulation as Lobsters Trap: A Credible Commitment Theory of Mandatory Disclosure, 23 Cardozo Law Review 675 Frank H. Easterbrook and Daniel R. Fischel, Mandatory Disclosure and the Protection of Investors, 70 Virginia Law Review 669

BTF5000 Current Issues in Corporate Governance and Regulation

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