Undergraduate

Bachelor of Laws (LLB)

Laws modules

Company law [2660021]  (amended syllabus)

(a) The nature of legal personality and lifting the veil of incorporation. Incidents of corporate personality; differences between incorporated and unincorporated associations. The rule in Salomon v Salomon & Co Ltd and its development.
(b) The formation of the company. The memorandum and articles of association. Pre-incorporation contracts. The duties and liabilities of promoters. The requirements for prospectuses and listing particulars and liabilities for defective prospectuses and listing particulars. Different
types of companies.
(c) The relations between the company and outsiders. The growth and decline of the doctrines of ultra vires and constructive notice; the Turquand rule and the application of principles of agency. The commission of crimes and torts by the company. Vicarious liability and
the Alter Ego doctrine.
(d) The relations between the company and its members and among the members inter se. The nature of and principles governing the contract between the company and its members. Different capacities of members and the relations between one member and another. Alteration of the contract and remedies for breach.
(e) Management of the company. Directors and other officers. Appointment, retirement, dismissal, disqualification. Meetings, voting, resolutions. Division of functions among officers and organs of the company.
(f) Directors duties and the protection of Minority Shareholders. Statutory duties of directors - including criminalisation of insider trading - and their enforcement. Common law duties of directors (fiduciary
duties and duty of care and skill) and their enforcement. The rule in Foss v Harbottle. Statutory remedies for the protection of minority shareholders. Company disclosure and investigations by the Department of Trade and Industry.
(g) Corporate Governance. Corporate accountability (stakeholder v shareholder issues), The corporate governance committees (Cadbury, Greenbury, Hampel, Turnbull). The Government responses (Higgs and the Company Law Review Steering Group).
(h) Shares and Debentures. Differences between shares and debentures. Registration. Different classes of shares. Rights of different classes and the7 June, 2007Raising, maintaining and reducing the capital of the company. Discounts, premiums, payment of dividends and purchase by the company of its shares. Financial assistance for the purchase of its shares.
(j) Winding-up. Types of winding-up; the powers and duties of the liquidator.