LAWCOMM 740 - Special Topic: Comparative Corporate Governance

Lecturer biography

Professor Randall S. Thomas John S. Beasley II Chair in Law and Business, Director, Law & Business Program Professor of Management, Owen Graduate School of Management.

Randall Thomas has earned a reputation of being one of the most productive and thoughtful corporate and securities law scholars in the nation. His recent work addresses issues such as hedge fund shareholder activism, executive compensation, corporate voting, corporate litigation, shareholder voting, and mergers and acquisitions. Eleven of his papers have been selected by his peers as among the Ten Best Corporate and Securities articles in the year they were published by Corporate Practice Commentator.

He joined the Vanderbilt law faculty in 2000 to develop and direct the Law and Business Program, having served previously for 10 years on the law faculty of the University of Iowa. He has been a visiting professor at the University of Michigan, Duke University, Harvard Law School, Boston University and the University of Washington.

Prior to teaching law, Professor Thomas was in private practice for four years and was a law clerk for U.S. District Judge Charles Joiner of the Eastern District of Michigan. An acclaimed teacher, Professor Thomas teaches courses in the area of corporate law, including Corporations and Mergers and Acquisitions.

Professor Susan Watson researches and teaches corporate law and corporate governance. She has a particular interest in the corporate form and in her research seeks to understand how the form developed, why it is so successful, and the economic and societal impact of corporations. Her research has been published widely in New Zealand and internationally; she has edited treatises and textbooks, five collections and numerous articles. Her work has been cited and discussed by other scholars in the field and by courts at all levels including the UK Supreme Court. Until recently Susan was joint editor of the New Zealand Business Law Quarterly,  and is currently the New Zealand editor for the Journal of Business Law.

Before joining the University, Susan worked as a staff solicitor and associate in two city law firms, and taught part of the Institute of Professional Legal Studies law professionals course. Before joining the Law School she was Professor of Commercial Law in the Business School where she was Head of Department from 2008 to 2011 and Associate Dean Academic Faculty in 2011. She is currently Deputy Dean of the Law School.


At the end of the course, participants should have a good understanding of the core components of corporate governance including how those components have been applied in the US and New Zealand contexts.


I. Introduction to Comparative Corporate Governance

Chapters 1-4 of Anatomy

II. Director Liability for Breach of Duty


Companies Act 1993, ss. 131-149.


Kamin v. American Express, 387 N.Y.S.2d 993 (1st Department 1976)
Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985)
Lewis v. S.L.& E., Inc., 629 F.2d 764 (2d Cir. 1980)
Broz v. Cellular Information Systems, Inc., 673 A.2d 148 (Del. 1996)
Sojourner v Robb [2016] 3 NZLR 808 (HC)
Holmes v Kiriwai Consultants Ltd [2015] NZCA 149


Chapter 6, Anatomy
1. Jessep, Farrar and Watson, “Related Party Transactions in New Zealand: An Empirical Study of a Flawed System,” (2012) 30 Company and Securities Law Journal 110-142, available at:

2. Farrar and Watson, “Self Dealing, Fair Dealing and Related Party Transactions- History, Policy and Reform (2011) Journal of Corporate Law Studies 495-523, available at:

3. Watson and Hirsch, Empty Heads, Pure Hearts: The Unintended Consequences of the Criminalisation of Directors’ Duties in New Zealand (2011) 17 NZBLQ 302-328

4. Hill, Evolving Directors’ Duties in the Common Law World, available at:

III. Market for Corporate Control


Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985)
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1985)
Paramount Communication, Inc. v. Time Inc., 571 A.2d 1140 (Del. 1989)
Paramount Communications, Inc. v. QVC Network, Inc., 637 A.2d 34 (Del. 1994)
Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983)


Anatomy, Chapter 8
1. Stace, “Directors’ Duty to Exercise Powers for a Proper Purpose- United Kingdom Court Reinterprets Howard Smith” (2016) 22 NZBLQ 3
2. Solomon and Thomas, The Rise and Fall of Delaware’s Takeover Standards, available at:

IV. Shareholder Litigation Related to Director Liability in the US


In re Trulia, 129 A.3d 884 (Del. Ch. 2016)
Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (2015)
Kahn v. MFW, 88 A.3d 635 (Del. 2014)


1. Thompson and Thomas, The New Look of Shareholder Litigation: Acquisition-Oriented Class Actions, 57 Vanderbilt Law Review 133 (2004), available at:
2. Thompson and Thomas, The Public and Private Faces of Derivative Lawsuits, 57 Vanderbilt Law Review 1747 (2004), available at:
3. Cain, Fisch, Solomon and Thomas, The Shifting Tides of Shareholder Litigation, available at:

V. Officers’ and Directors’ Remuneration

NZX Listing Rules, Listing Rule 3.5
NZX Corporate Governance Code, Principle 5
Financial Markets Authority Corporate Governance in New Zealand: Principles and Guidelines, Principle 5


Madsen-Ries v Petera (2016) 11 NZCLC 98-043
Brehm v. Eisner, 746 A.2d 244 (Del. 2000)


1. Bebchuk and Fried, “Pay Without Performance: Overview of the Issues,” available at:
2. Thomas, International Executive Pay: Current Practices and Future Trends, available at:
3. Thomas and Van der Elst, Say On Pay Around the World, available at:
4. Thomas and Watson, Should New Zealand Adopt Say on Pay? (2013) 19 New Zealand Business Law Quarterly 111-137, available at:


  • 100% research essay of 6,500 words

Each student is required to submit a research essay of no more than 6,500 words including an abstract/synopsis that is no longer than 500 words. The essay is to be original work, relying on secondary and primary sources. It MUST be the work of the enrolled student. Students must also use a recognised format of legal citations and include a reading list at the end of their type-written essay.

The topic for the essay shall be chosen in consultation with the lecturer. Descriptive essays are discouraged. Instead students are expected to engage with relevant legal issues by: critiquing the law; developing proposals for reform; examining the operation of law and policy in practice; and/or providing a conceptual analysis of the law, for example. In all, greater weight will be provided for analytical work that is supported by arguments and evidence rather than descriptive work.

100% research essay of 6,500 words due 12 noon Thursday 21 September 2017.

Extensions will not be granted lightly (only on sickness and compassionate grounds) and must be requested formally through the Postgraduate Manager.

Course details

Semester: Two
Study mode: Intensive
Dates: 7-9 August
Assignment due: 12 noon, Thursday 21 September 2017
Location: Room 340, 1-11 Short Street
Value: 15 points

Contact details

Law Student Centre
Level 2, 1-11 Short Street