Home / Sydney Law School / About us / Our people / Academic staff

Professor Jennifer Hill

Profile

Degrees
BA, Syd, 1976; LLB (Hons), Syd, 1979; BCL, Oxon, 1981.

Areas of Interest

  • Corporate Law
  • Corporate Theory
  • Corporate Governance
  • Comparative Corporate Governance
  • Executive Remuneration
  • Corporate Crime
  • US Corporate Law

Jennifer Hill is Professor of Corporate Law at Sydney Law School and a member of the Ross Parsons Centre of Commercial, Corporate and Taxation Law. She co-ordinates the postgraduate program in corporate, securities and finance and teaches in the areas of Australian Corporate Law, US Corporate Law, Corporate Governance and Comparative Corporate Governance. She has been a Visiting Professor in the US on a number of occasions, including at Vanderbilt University (2003, 2006, 2007); University of Texas at Austin (1999); University of Virginia (1998); Cornell University (1994) and Duke Law School (1989) and was a Visiting Fellow at the European University Institute, Florence, Italy in 2007.

Jennifer has written widely in the areas of corporate law and governance. She is currently involved in several international corporate governance research projects. These include a comparative research project on US and Australian executive remuneration contracts with Professors Randall Thomas and Ronald Masulis at Vanderbilt University. She is also a Research Associate of the European Corporate Governance Institute (ECGI) and is a member of the ECGI Legal Scholar Network, participating in a major international study, the “One Share One Vote” project, commissioned in 2006 by the European Commission. Jennifer is a member of the Editorial Board on International Corporate Law and Financial Regulation for Cambridge University Press and is a Corporate Law contributor for the New Oxford Companion to Law (Oxford University Press).

Jennifer was President of the Australian Corporate Law Teachers Association (2004-1006) and is a member of the Law Council of Australia, Corporations Law Committee. She is also a member of the Corporations and Markets Advisory Committee (CAMAC), Legal Sub-Committee, which advises the Federal Government on corporate law reform.

Many of Jennifer’s publications are available on the Social Science Research Network (SSRN)

Publications

Book Chapters | Selected Articles | Conferences, Symposia and Workshops

Book Chapters

  • “Comparative Corporate Governance and Russia – Coming Full Circle” in C. Vidya (ed), Corporate Governance: Policy Perspectives Amicus Books, Icfai University Press, Hyderabad, India (2007) (reprinted with permission), 129.
  • “Evolving ‘Rules of the Game’ in Corporate Governance Reform” in J O’Brien (ed) Private Equity, Corporate Governance and the Dynamics of Capital Market Regulation Imperial College Press (2007), 29
  • “Corporate Scandals Across the Globe: Regulating the Role of the Director” in G Ferrarini, K J Hopt, J Winter & E Wymeersch (eds), Reforming Company and Takeover Law in Europe, Oxford University Press: Oxford UK, (2004), 225.
  • “Comparative Corporate Governance and Russia - Coming full circle” in G Doeker-Mach & K A Ziegert (eds), Law and Legal Culture in Comparative Perspective, Franz Steiner Verlag: Stuttgart (2004) 394.
  • “Comparative Corporate Governance and Russia – Coming Fulle Circle” in G Doeker-Mach & K A Ziegert (eds),Law Legal Culture and Politics in the Twenty First Century – Essays in honour of Alice Erh-Soon Tay, Franz Steiner Verlag: Stuttgart (2004), 153.
  • “Corporate Governance and the Role of the Employee” in G Patmore & P Golan (eds), Partnership at Work: The Challenge of Employee Democracy: Labor Law Essays, Pluto Press: Sydney, (2003), 110.
  • “Corporate Criminal Liability in Australia: An evolving Corporate Governance Technique?” in C Low (ed), Corporate Governance: An Asia-Pacific critique, Sweet & Maxwell: Asia, (2002), 567.
  • “Public Beginnings, Private Ends - Should Corporate Law Privilege the Interests of Shareholders?” in F McMillan (ed), International Corporate Law, Hart Publishing: Oxford, UK, (2000), 17.
  • “Changes in the Role of the Shareholder” in Grantham & Rickett (eds), Corporate Personality in the 20th Century, Hart Publishing: Oxford, UK, (1998), 175.
  • “Criminal Liability of Corporations - Australia” in Doelder and Tiedemann (eds), La Criminalisation du Comportement Collectif: Criminal Liability of Corporations (Kluwer Law International, The Hague/London/Boston, 1996), 71 (co-authored with R Harmer).
  • “The Accountability of Management Under Enterprise Bargaining Law”, in Ronfeldt and McCallum (eds), Enterprise Bargaining, Trade Unions and the Law (Federation Press, Sydney, 1995), 208.
  • “Institutional Investment in Australia: Theory and Evidence” in Walker and Fisse (eds), Securities Regulation in Australia and New Zealand (Oxford University Press, Oxford/ Auckland, 1994), 289 (co-authored with I Ramsay).
  • "The Criminal Liability of Enterprises”. Part VA1 in Tay and Leung (eds), Australian Law and Legal Thinking in the 1990s (University of Sydney, Faculty of Law, 1994), 494 (co-authored with R Harmer).
  • “Institutional Investors and Corporate Governance in Australia” in Baums, Buxbaum and Hopt (eds), Institutional Investors and Corporate Governance (Walter de Gruyter & Co, Berlin/New York, 1994), 583.
  • “The Juridical Person in Law and Comparative Law” in Tay (ed), Australian Law and Legal Thinking Between the Decades (University of Sydney, Faculty of Law, 1990), 25.
  • “Preference Shares” in Austin and Vann (eds), The Law of Public Company Finance (Law Book Company, Sydney 1986), 139.

Selected Articles

  • 'Regulatory Show and Tell: Lessons from International Statutory Regimes' Delaware Journal of Corporate Law 2008 Symposium Issue (Forthcoming)
  • 'Evolving ‘Rules of the Game’ in Corporate Governance Reform' (2008) 1(1) International Journal of Corporate Governance 28 (inaugural issue) (reprinted with permission)
  • 'Regulating Executive Remuneration: International Developments in the Post-Scandal Era' (2006) ICFAI Journal of Corporate and Securities Law (reprinted with permission).
  • 'Regulating Executive Remuneration: International Developments in the Post-Scandal Era' (2006) 3 European Company Law 64 (Netherlands).
  • 'The Persistent Debate about Convergence in Comparative Corporate Governance' (2005) 27 Sydney Law Review 743.
  • 'Regulatory Responses to Global Corporate Scandals' (2005) 23 Wisconsin International Law Journal 368.
  • 'Corporate Criminal Liability in Australia: An Evolving Corporate Governance Technique?' [2003] Journal of Business Law 1.
  • 'Introduction - Comparative Corporate Governance and Takeovers' (2002) 24 Sydney Law Review 319.
  • 'Corporate Governance and Executive Remuneration: Rediscovering Managerial Positional Conflict' (2002) 25 University of New South Wales Law Journal 294 (Special issue on Corporate Governance) (with C.M. Yablon).
  • 'Back to the Future? Bigshop 2 and Defensive Tactics in Takeovers' (2002) 20 Company and Securities LJ 126.
  • 'Theory and Practice in Takeover Law - Further Reflections on Pinnacle No 8' (2001) 19 Company Securities LJ 391 (with J. Kriewaldt).
  • 'Visions and Revisions of the Shareholder' (2000) 48 American Journal of Comparative Law 39.
  • 'Timing Corporate Disclosures to Maximize Performance Based Remuneration: A Case of Misaligned Incentives?' (2000) 35 Wake Forest Law Review 83 (with C.M. Yablon).
  • 'Regulatory Rooms in Australian Corporate Law' (1999) 25 Brooklyn Journal of International Law 556 (with J. Bird).
  • 'Deconstructing Sunbeam - Contempory Issues in Corporate Governance' (1999) 67 University of Cincinnati Law Review 1099.
  • 'Deconstructing Sunbeam - Contempory Issues in Corporate Governance' (1999) 17 Company & Securities LJ 288 (reprinted in Australia with permission).
  • 'Prohibiting Bribery of Foreign Public Officials - Implications for Corporate Criminal Liability' (1998) 16 Company & Securities LJ 384.
  • 'Public Beginnings, Private Ends - Should Corporate Law Privilege the Interests of Shareholders?' (1998) 9 Australian Journal of Corporate Law 21.
  • 'Director and Executive Remuneration: A corporate governance or a shareholder/management issue' (1997) 1(5-6) Reward Management Bulletin 84.
  • 'Corporate Groups, Creditor Protection and Cross Guarantees: Australian Perspectives' (1996) 38 Corporate Practice Commentator 381 (reprinted in US with permission).
  • 'What Reward Have Ye? Disclosure of Director and Executive Remuneration in Australia' (1996) 14 Company and Securities Law Journal 232.
  • 'At the Frontiers of Labour Law and Corporate Law: Enterprise Bargaining, Corporations and Employees' (1995) 23 Federal Law Review 204.
  • 'Corporate Groups, Creditor Protection and Cross Guarantees - Australian Perspectives' (1995) 24 Canadian Business Law Journal 321.
  • 'Corporate Rights and Accountability - The Implications of Environment Protection Authority v Caltex Refining Co Pty Ltd ' (1995) 7 Corporate and Business Law Journal (Special Issue - Corporate Theory), 127.
  • 'Inspection of Corporate Books and Documents by Company Directors' (1995) 13 Company and Securities Law Journal 462.
  • 'Feminism and Dolls' Houses' (1993) 15 Sydney Law Review 373 (with P. Loughlan)
  • 'The Liability of Passive Directors - Morley v Statewide Tobacco Services Ltd ' (1992) 14 Sydney Law Review 504 (cited by NSW Court of Appeal in Daniels v AWA Ltd (1995) 16 ACSR 607, 657).
  • 'Cross Guarantees in Corporate Groups' (1992) 10 Company & Securities Law Journal 312.
  • 'Protecting Minority Shareholders and Reasonable Expectations' (1992) 10 Company & Securities Law Journal 86.
  • 'Close Corporations in Australia - The Close Corporations Bill 1988' (1988) 15 Canadian Business Law Journal 43.

Conferences, Symposia and Workshops

  • Distinguished Guest Speaker in Commercial and Enterprise Laws, National Taiwan University College of Law (NTU College of Law), Taipai, Taiwan (forthcoming 2008)
  • Invited speaker, Conference on Corporate Restructuring, Tsinghua Law School, Beijing, China (forthcoming, October 2008)
  • Invited participant, Law Council of Australia, 2008 Corporations Law Workshop, Queensland (forthcoming, September 2008).
  • Invited participant, Hartnell Colloquium 2008, Business and Consumer Regulation: A New Regime?, Australian National University, Centre for Commercial Law, (August 2008)
  • Public seminar, 'News Corp’s Exodus to Delaware: Lessons for US and Australian Corporate Lawyers', Ross Parsons Centre of Commercial, Corporate and Taxation Law, Sydney Law School (July 2008)
  • Public address, 'The Shifting Balance of Power Between Shareholders and the Board: News Corp's Exodus from Delaware and Other Antipodean Tales', Hong Kong (May 2008)
  • Invited briefing to senior Hong Kong corporate regulators 'Dialogue with the Regulators' (hosted by Hong Kong Companies Registrar) (May 2008)
  • Invited speaker, 'The Shareholder Empowerment Debate: Lessons from News Corp's Exodus to Delaware', Asian Institute of International Finance Law Seminar, University of Hong Kong (May 2008)
  • Invited workshop, 'The Shareholder Empowerment Debate: Lessons from News Corp's Exodus to Delaware', William S. Richardson School of Law, University of Hawaii (May 2008)
  • Invited speaker, 'What We Can Learn from Other Statutory Schemes', Widener University Conference, The Delaware General Corporation Law for the 21st Century (May 2008)
  • Invited participant, Yale Law School, Center for the Study of Corporate Law, The Weil Gotshal and Manges Roundtable (April 2008)
  • Invited participant and commentator on the EU Shareholder Rights Directive, Conference on “Shareholder Rights, Shareholder Voting and Corporate Performance”, University of Amsterdam, Vanderbilt Law School and University of Cagliari, Sardinia (March 2008)
  • Invited participant, University of Pennsylvania/NYU Conference on Law and Finance(February 2008)
  • Invited workshop, The Shifting Balance of Power Between Shareholders and Management: Comparative Corporate Governance Perspectives, TC Beirne School of Law, University of Queensland Research Seminar Series (2007)
  • Invited speaker, ‘Evolving ‘Rules of the Game’ in Corporate Governance Reform’, ESRC/GOVNET Workshop, The Dynamics of Capital Market Governance, Australian National University, Canberra (2007)
  • Invited workshop, Shareholders versus Managers: News Corp’s Exodus to Delaware and Other Antipodean Tales, Emory University Law School, Atlanta (2007)
  • Invited participant, ILE Roundtable, University of Pennsylvania Law School, Philadelphia (2007)
  • Invited workshop, Emerging Tensions in the Balance of Power Between Management and Shareholders, University of Adelaide Law School (2007)
  • Commentator, Sixth Annual Vanderbilt Law and Business Conference on Corporate Separateness, Vanderbilt University Law School, Nashville (2006)
  • Invited speaker, 'The Anglo-American Model Post-Enron', presented at Financial Structure and Corporate Governance: Comparative Approaches, Seminar in celebration of the 35th Anniversary of Hong Kong University Faculty of Law and the 5th Anniversary of AIIFL, (2005).
  • Invited speaker, 'The Shifting Balance of Power Between Shareholders and Managers in International Regulatory Reform', presented at Wisconsin International Law Journal 2005 Annual Symposium on Economic Globalization and Corporate Governance, University of Wisconsin, Madison, (2005).
  • Invited speaker, 'The Shifting Balance of Power Between Shareholders and Managers in International Regulatory Reform', Workshop, Duke University, School of Law (2005).
  • Invited Participant, UCLA-Sloan Research Program on Business Organizations Workshop, The Means and Ends of Corporations, University of California, Los Angeles (2005)
  • Organiser, Corporate Law Teachers Association Conference, "Regulating Conflicts of Interest in Contemporary Corporate Law" (Sydney, 2005).
  • Invited speaker, 'Corporate Law Economic Program (Audit Reform and Corporate Disclosure) Act 2004', Federal Court of Australia, Corporations Law Panel, Sydney (2004).
  • Invited speaker, 'Corporate Governance', Australian Federal Court Judges' Workshop, Sydney (2004).
  • Invited participant, Roundtable, Yale Law School, Center for the Study of Corporate Law (2003)
  • Invited speaker, 'Corporate Scandals Across the Globe: Implications for Corporate Governance', presented at Conference on A Modern Regulatory Framework for Company and Takeover Law in Europe, Max Planck Institute conference, Sicily (2003).
  • Invited speaker, 'Corporate Scandals Across the Globe: Implications for Corporate Governance', Duke University School of Law (2003)
  • Invited speaker, 'Corporate Scandals Across the Globe: Implications for Corporate Governance', Vanderbilt University Law School (2003).
  • Invited speaker, 'Corporate Collapse in Australia: Issues in Comparative Corporate Governance and Regulation', presented at Heyman Center on Corporate Governance, Cardozo School of Law, Yeshiva University, New York (2003)
  • Invited participant, Symposium on Control Transactions, University of Pennsylvania Law School, 2003.
  • Invited speaker, 'Corporate Governance and the Board of Directors: An Australian Perspective', presented at Conference on Developments in Corporate Governance, University of Naples Frederico II, Italy (2002)
  • 'Corporate Criminal Liablilty as a Governance Technique', Corporate Crime Workshop, Monash University, Victoria (2002)
  • Convener, Takeovers Forum, Sydney Law School (2002)
  • Co-convener, Cross Border M & A Forum, Sydney (2002).
  • 'Current Issues in Directors' Duties', Business Law Education Centre Conference on Directors' Duties in the Spotlight (2001).
  • Convener, Conference on Entrepreneurial Businesses and the Law, Sydney Law School (2001).
  • Convener and commentator, Conference on Financial Markets and the Internet, Sydney Law School (2001)
  • Invited speaker, ‘The Continuing Legacy of Sunbeam for Corporate Governance', Chinese University of Hong Kong (2001)
  • 'Corporate Theory and the Role of the Employee: A Case Study of National Textiles', presented at 11th Annual Corporate Law Teachers Association Conference, Victoria University (2001) (with J. Riley).
  • Invited speaker, 'Timing Corporate Disclosures to Maximize Performance - Based Remuneration - A Case of Misaligned Incentives?' 14th Annual Business Law Symposium on Executive Compensation, Wake Forest University School of Law (2000) (with C.M. Yablon),.
  • Invited speaker, 'Deconstructing Sunbeam - Contempory Issues in Corporate Governance', University of Cincinnati Twelth Annual Corporate Law Symposium on Developments in Business Entity and Securities Law (1999)
  • Australian National Reporter on "Corporate Governance" at Fifiteenth International Congress on Comparative Law, Bristol, England (with J. Bird).
  • 'Contemporary Governance in Corporate Law', Research Institute for Humanities & Social Sciences Visiting Speakers Series, University of Sydney (1998).
  • Invited speaker, 'Reconceiving the Role of Shareholders and Employees in Corporate Governance - Lessons from Sunbeam and the Australian Waterfront Dispute', Heyman Center on Corporate Governance, Cardozo School of Law, Yeshiva University, New York, (1998).
  • Convener and commentator, Conference on When Corporate Law and Labour Law Collide: Legal Analysis of the Waterfront Dispute, Sydney Law School (1998).
  • Invited speaker, 'Institutional Investment', Business Law Education Centre Seminar on Corporations Law Reform (1998).
  • Invited speaker, 'Public Beginnings, Private Ends - Should Corporate Law Privilege the Interests of Shareholders?', National Corporate Law Teacher Conference, Adelaide (1998).
  • Invited participant, Australian Institute of Company Directors, Colloquium on Non-Executive Director Remuneration (1998).
  • Convener and commentator, Conference on Director and Executive Remuneration: Current Developments in the US and Australia, Sydney Law School (1997).
  • Invited speaker, 'Changes in the Role of the Shareholder', presented at Research Centre for Business Law, University of Auckland Conference on A Centenary Celebration of Salomon v Salomon', Auckland, NZ (1997).
  • Invited speaker, 'The Accountability of Management Under Enterprise Bargaining Law', presented at the Third Annual Labour Law Conference, Sydney (1995).
  • 'The Shareholder as Cerberus: Redefining the Shareholder's Role in Modern Australian Corporate Law', presented at National Corporate Law Teachers Conference, Melbourne (1995).
  • Australian National Reporter on "The Criminal Liability of Enterprises" at Fourteenth International Congress of Comparative Law, Athens, Greece (1994).
  • Invited speaker, 'Protecting Minority Shareholders - Some Developments Across Time and Jurisdictions', presented at Brooklyn Law School, New York (1994).
  • Invited Participant, International Workshop on Institutional Investors and Corporate Governance, Osnabruck, Germany (1992).
  • Convener and commentator, Conference on the Corporations Bill 1992, Sydney Law School (1992).
  • Invited participant, International Workshop on Institutional Investors and Corporate Governance, Osnabruck, Germany (1992).
  • 'Minority Shareholder Rights', National Corporate Law Teachers Conference, University of New South Wales, Sydney (1991).
  • Commentator on "Corporate Groups", International Workshop on Corporate Control and Accountability, University of Warwick, England (1991).
  • Australian National Reporter, 'The Juridical Person in Law and Comparative Law', presented at Thirteenth International Congress of Comparative Law, Montreal, Canada (1990).

Research Grants

  • Australian Research Council, Discovery Grant, The Subversion of Contemporary Performance-Based Pay - A Comparative Australian-US Study (2006) (with Professor Randall Thomas, Vanderbilt University School of Law and Professor Ronald W. Masulis, Owen Graduate School of Management, Vanderbilt University).
  • Legal Scholarship Support Fund, "The Shifting Balance of Power Between Corporate Management and Shareholders" (2005).
  • Legal Scholarship Support Fund, "The Effect of Hedging on Performance-Based Pay Incentives" (2003).
  • Legal Scholarship Support Fund, "Comparative Corporate Governance in the Era of Corporate Collapse" (2003)
  • Sesqui R & D Research Grant, "Managerial Accountability and the Continuous Disclosure Regime" (2002)
  • Sesqui R & D Research Grant, "Strategic Risk-Shifting and Performance-Based Pay" (2001)
  • Legal Scholarship Support Fund, "Executive Remuneration and Incentives" (2000)
  • ARC Grant, "Legal and Regulatory Implications of the "Good Corporate Citizen" Model" (with Joanna Bird) (1999).
  • ARC Grant, "Conflict of Interest, Accountability and Corporate Governance in Sporting Federations: The Case of the IOC and SOCOG" (Associate Investigator, with Saul Fridman) (1999).
  • ARC Grant, "Corporate Theory and the Problem of Executive Remuneration" (with Professor Charles Yablon) (1998).
  • Large ARC Grant, "Regulation and Taxation of Institutional Investment in Companies" (with Professor Richard Vann) (1996-1998).
  • Law Foundation Legal Scholarship Support Fund, "The Interaction of Regulation of Companies and Institutional Investors" (1995).
  • Law Foundation Legal Scholarship Support Fund, "The Evolution of Contemporary Shareholder Participation in Corporate Governance and its Implications for the Future of Australian Corporate Law" (1994).
  • ARC Grant, "Models of the Corporation and their Relevance to Corporate Governance" (1994).