This course studies the manifestation and consequences of the corporate personality with which companies are endowed. It focuses both on the internal and external rules which have been designed to enable companies to function. The internal rules relate to those rules regulating the rights of the participants in the company and those which provide machinery for the settlement of disputes over the conflicting rights of the various interest groups involved in a company. The external elements enable companies to deal with the outside world, even though they are in reality only 'an abstraction of law', and also include rules which protect third parties when dealing with companies. Finally, the course examines corporate rescue mechanisms, the nature of company insolvency and liquidation procedures

• With limited guidance, accurately describe the main principles, values and legal rules relevant to the topics examined in the course, with appropriate reference to independently identified primary and secondary legal materials.
• Give an explanation of the meaning of complex company law legislation, identifying its doctrinal implications and the policy objectives underpinning the legislation.
• Evaluate law reform proposals in company law, in a way which demonstrates sound understanding of current legal problems, sensitivity to law’s social, cultural and political context and awareness of international legal obligations
• Independently identify relevant primary and secondary sources on a new legal topic for the purposes of writing an essay.
• Reflect on their own learning and conceive ways to fill gaps in knowledge

30 credits: The course consists of approximately 33 lectures and 9 tutorials.

It is expected that four tutorials will take place in the Autumn semester and five in the Spring semester.

In broad terms, students will be able:

• To obtain a good degree of knowledge and critical appreciation of company law principles and will be in a position to explain the context in which these principles have evolved.
• To develop an appreciation of the practical operation of these legal principles and the scope of their operation.
• To foster fundamental legal writing skills and the ability to apply company law principles to given fact situations.

Formative

The progress throughout the year will be assessed by means of two class tests.

These are compulsory, but will not count towards your final mark for the course.

The class tests will require students to:

• Independently identify relevant primary and secondary sources on a legal topic for the purpose of writing an essay or answer to a problem question.
• Evaluate the doctrinal coherence and significance of a body of statutes and/or case law.
• Use knowledge of an area of law to propose doctrinal legal problems and present possible solutions to them.
• Draw from a range of primary and secondary reading materials on a legal topic to identify areas of the law in need of clarification and/or development and issues meriting debate or discussion.

Summative

The course is assessed 100% by a closed book examination. Subject to the approval of the external examiner, we envisage the structure of the exam as follows:

30 credit students: The paper’s duration is 3 hours. It shall consist of eight questions divided into three sections. Students must attempt four questions in total. Section 1 will consist of two questions covering the specialised areas and students must answer one question from this section. Section 2 will consist of three essay questions and section 3 of three problem questions and students must answer at least one question from sections 2 and 3. For the fourth question, the student can choose to do another essay or another problem question (i.e. the student can choose whether to do an additional question from Section 2 or Section 3).

It is proposed that the following topics should be studied.

1. Types of business structures

• Introduction to the course and overview of company law
• UK company law – history and regulation
• Comparison with other types of business association and types of companies

2. Corporate personality

• The company as a separate legal entity
• Piercing the corporate veil

3. Corporate structure

• The corporate constitution
• Alteration of the articles

4. Corporate Law Theories and Internal Governance           

• Company organs and the division of power
• Corporate law theories
• Corporate Social Responsibility

5. Fiduciary Duties of company directors

• Duty to act bona fide in the interests of the company as a whole
• Duty to exercise powers for proper purposes and to retain discretions
• Duty to avoid a conflict between personal interest and duty to the company

6.Duties of Care, Skill and Diligence

• Historical development of the duties of care, skill and diligence
• The statutory standard
• The indirect impact of the disqualification and insolvency provisions

7. Majority Rule and Minority Protection

• Overview of shareholders’ remedies
• Shareholders’ personal actions           
• Shareholders’ derivative actions
• Winding up and oppression

8. The company and the outside world

• Corporate contracting and agency
• Acting under a company’s authority
• Actual and ostensible authority
• The indoor management rule

9. Corporate Insolvency and Rescue

• Pre-Insolvency remedies
• Types of winding-up
• Liabilities on insolvent liquidation

• Students will be advised to purchase one recommended textbook and one statute book. Details of the recommended texts will be available at the beginning of the module. In preparation for each tutorial, in addition to specified readings from the recommended textbook, students will also be required to read specified cases, academic commentaries and/or articles and/or Law Commission reports.

Mayson, French & Ryan on Company Law 2015-2016, Oxford University

Press (core)

Hannigan, Company Law 2013, Oxford University Press (core)

Davies, Principles of Modern Company Law 2008 8th edition, Sweet and

Maxwell (core)

Dignam, Hicks and Goo, Cases and Materials on Company Law 2011 7th Edition, Oxford University Press

Ervine, Cowan, Core Statutes on Company Law 2012-13 Palgrave Macmillan Core Statutes Series

S. Ottolenghi, “From Peeping Behind the Corporate Veil to Ignoring it Completely” (1990) 53 M.L.R. 338

Gallagher & Ziegler, “Lifting the Corporate Veil in the Pursuit of Justice” (1990) J.B.L. 292

Parkinson, Corporate Power and Responsibility, (Clarendon Press, Oxford, 1993)

M.T. Moore, ‘A Temple Built on Faulty Foundations: Piercing the Corporate Veil and the Legacy of Salomon v Salomon’, (2006) Journal of Business Law 180