COMPANY LAW

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COMPANY LAW
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COMPANY LAW 2007/2008
DESIGN AND OPERATION OF THE COURSE
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COMPANY LAW

• Aims
• Objectives
• Links with Other Courses
• Contents
• Tutorial Topics
• Personnel
• Resources
• Assessment
• Bibliography

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A I M S
Company law is essentially a study of the
manifestation and consequences of the corporate
personality with which companies are endowed.
Hence the course investigates both the internal
and external rules which have been designed to
enable companies to function. 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. The internal rules include those
regulating the rights of the participants in the
company and those that provide machinery for the
settlement of disputes over the conflicting
rights of the various interest groups involved in
a company.
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Objectives
Students taking this course will acquire a
knowledge of the basic concepts of company law
and an appreciation of how those concepts are
implemented in practice. They will acquire
familiarity with the sources of company law and
their interpretation in such a way that their
training in the techniques of this area of law
should enable them to seek a solution to most of
the problems that can arise.
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Objectives
Students will develop the knowledge and skills
that they have been introduced to in other
courses, especially the skills of statutory
interpretation at an advanced level. Students
will be able to use their firm background in law
to develop a critical awareness of some of the
academic theories that underpin English company
law.
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Links with Other Courses
The course assumes that all participants already
have knowledge of the law of contract, because
many elements in company law are based on the
bonding force of contract. The course also
involves many equitable concepts such as the
trust and fiduciary duties. It is recognised that
some modular students and the Chemistry and Law
students do not have this background, although
they will have had experience of some of the
basic concepts in their contract course. It is
however possible for them to study the course
using only company law materials, and this lack
of detailed knowledge does not present a serious
difficulty. On the other hand, the LL.B. students
will be taking a course in Trusts which will
inform and contribute to their understanding of
the concepts involved, and also provide a
practical example of the use of equitable
concepts in practice.
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Contents
The structure of the course will generally follow
the syllabus set out below. Not every topic will
be supported by lectures, and emphasis will be
placed upon independent learning by students.
Students will be informed during the course where
topics will not be lectured.  I. COMPANIES AND
OTHER FORMS OF BUSINESS ASSOCIATION A. Sole
Traders B. Partnerships Ordinary, Limited and
Limited Liability C. Corporations D.
Classification of Registered Companies
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Contents
II. THE FORMATION OF A COMPANY A. Promoters -
(in outline) B. The Formation Documents C. The
Certificate of Incorporation and Nullity   III.
PRE-INCORPORATION CONTRACTS A. Consequences of
Lack of Legal Personality B. Remedies C.
Practical Solutions
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Contents
IV. CORPORATE PERSONALITY A. The Legal Nature
of a Company 1. The company as a separate legal
entity 2. Other attributes of corporate
personality 3. Corporate liability and the
'Identification' Theory 4. Corporate Manslaughter
and Corporate Homicide Act 2007 B. Lifting
the Veil of Incorporation 1. By Statute 2. At
Common Law
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Contents
   V. THE ARTICLES OF ASSOCIATION A. The
Contents of the Articles B. Restricted
Objects C. The Contract in the Memorandum and
Articles D. Alteration of Articles E.
Variation of Class Rights
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Contents
VI. THE ADMINISTRATION AND MANAGEMENT OF A
COMPANY A. The Board of Directors B. The
Managing Director C. The Company in General
Meeting D. The Balance of Power Within a
Company   VII. DIRECTORS A. Appointment and
Dismissal B. The Authority of Directors to Bind
the Company 
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Contents
VIII. DIRECTORS DUTIES A. The Relationship of
Directors to the Company B. Statutory Duties of
Care and Skill C. Statutory Fiduciary
Duties  IX. MAJORITY RULE AND MINORITY
PROTECTION A. Majority rule and the Rule in Foss
v Harbottle B. Exceptions to the Rule C. The
Position of Minorities D. Statutory Protection
of Minorities
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Tutorial Topics
1. Formation, types of company, pre-incorporation
contracts. 2. Corporate personality - lifting the
veil. 3. Ultra vires doctrine. 4. Articles of
association, the s.33 contract,
alteration. 5. Administration and
management. 6. Directors' appointment, authority
to bind the company etc. 7. Directors'
duties. 8. Minority shareholders rights
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Tutorials
Tutorials will be fortnightly, at times to be
arranged, and will be spread equally over two
semesters.
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Personnel
The subject co-ordinator is Mr. Drury who will
also be giving the lectures. Tutorials will be
given by Robert Drury.
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Resources
Students should provide themselves with a
recommended textbook e.g. Mayson, French and Ryan
2007 edition to cover Companies Act 2006, and a
casebook like Hicks would be highly desirable.
Students should also, at the beginning of the
course, acquire their own copy of a Student
Statutes Series Company Law which they will be
allowed to take into the examination - copies are
not provided, you take your own or do without at
your own risk, as questions are set on the
assumption that every student has access to
statutes. For the examination copies of statutes
may be underlined or highlighted but not
annotated.
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Assessment
There will be two types of assessment. There
will be a written assignment to assess research
and legal writing skills. This will be in the
form of a 3,000 word essay, produced on a word
processor and be available for scrutiny in
electronic form. This essay must be handed in by
a rigid deadline at the end of the Spring term.
This means that no marks for the essay will be
awarded if it is handed in late, unless prior
permission usually related to medical grounds has
been sought. This will count for 25 of the
marks for the course.
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Assessment
The remaining assessment will concentrate upon
analytical skills and assessing general
understanding of the subject. This will be a two
and a quarter hour paper to give some reading
time for the questions, which can be quite long.
You will probably be asked to answer two
questions with not more than one from a list of
essay questions and one from a list of problem
questions. Students have access to statutes, and
to the materials that are given as handouts for
the course including PowerPoints (which students
can briefly annotate).