Module leader: Dr Rilka Dragneva-Lewers
Teaching and assesment (2014): Semester 1, Exam - 3hrs
The company, or the corporation, is one of the most important vehicles for business. Although business may be conducted in other forms, such as partnerships, limited partnerships, and limited liability partnerships (LLP), the most popular business form is still the company. (There were over two million registered companies in 2011-2012.) Companies vary radically in size and commercial significance, ranging from the “one-person” company to large public companies. The company form has developed into a highly flexible commercial institution, largely because it is conveniently and cheaply available and offers investors the protection of limited liability.
Modern company law is a dynamic subject. Ever since the Joint Stock Companies Act of 1844, statutory company law has been amended and consolidated on a number of occasions, most recently in the Companies Act 2006. However, company law is not solely derived from statute, dominant though the statute may appear to be. There is also considerable body of case law which has to be mastered.
The particular focus of this course is UK company law, as it is at present. This entails a consideration of current company in the Companies Act 1985 and the Companies Act 2006, which is in the process of being brought into force. The topics in the course will include a consideration of the major statutory provisions as well as the leading cases.
The course is not suitable for those students who have already studied company law at undergraduate level at a UK university. The course will, however, be of relevance both for those who wish to pursue a career as commercial or company lawyers and also for those who have no such aspirations, as a knowledge of company law is relevant to many areas of legal practice.
- The role of companies and company law
- Corporate personality and limited liability
- The corporate constitution
- Corporate transactions (contracts and crimes)
- Directors’ duties
- Shareholder remedies
- Corporate governance
- Corporate finance
- Takeovers and mergers