Module description
This module covers only the Semester 1 part of a full year module
We recommend that students have completed the following prerequisites: 4FFLK902 Elements of the Contract of Law (or equivalent) and 6FFLK003 Law of Trusts (or equivalent). Additionally, due to the substantial legal background knowledge necessary, enrolment is advised for students in their final year of study.
Introduction
A large part of business and other collective activity in this country is conducted through the medium of companies. Company law is that part of the law that governs how these operate. It is part case-law and part statutory and builds on contractual, agency and trust concepts. The EU Company Law Harmonisation Programme has had a profound effect on our Company Law although the long-term impact of Brexit remains to be seen.
Content of Course
This course is selective as to the topics that are usually found in text-books on Company law. Thus it concentrates on those aspects that are central to an understanding of how the law applies to companies and is peculiar to them. It also singles out the most common form of company encountered in practice - the registered company limited by shares – for study. Companies are regarded by the law as entities separate from those forming and acting through them. Thus the course begins by considering the consequences of this and the relationship of the company with those dealing with it. Another fundamental attribute that the course begins with is limited liability. The “inside” of a company and how it operates is then examined. This involves a discussion of corporate governance and the extent to which the law accommodates the interests of those (so-called ‘stakeholders’) involved in the activities of a company - whether shareholders (majority and minority), directors and employees, those dealing with the company (such as creditors, customers) and members of the community within which it functions. Finally, other distinctive features of Company Law are covered, such as share capital, the floating charge and the winding up of companies.
Approach
Although the focus of the course is the legal principles that constitute the law applicable to companies, a proper understanding of them requires an appreciation of the contextual factors that shape them. Thus, as well as a rigorous legal analysis of these principles, the course seeks to set them in their historical, economic, social, political and practical context. Moreover, by deciding only to cover certain central aspects of the subject, emphasis is given to a more thorough and thoughtful consideration of them.
Thus the course aims to be of interest both to those interested in the application of Company Law in practice and to those interested in its wider implications.
Assessment details
Coursework 100%
Educational aims & objectives
- To enable students to understand the concept of corporate status (including “entity shielding”), in particular as it applies to the registered company;
- To enable students to understand the concept of limited shareholder liability (“owner-shielding”);
- To enable students to identify the significant actors associated with the registered company (esp. members & directors) and how company law facilitates their bargains and reconciles their interests;
- To enable students to understand how company law responds to third party prejudice, agency cost and oppression that the significant actors may face;
- To explore company law’s approach to the above issues in their social, historical and economic context, also drawing on developments elsewhere (especially in other Common Law jurisdictions and (historically) the EU).
- To be aware of law reform initiatives
Teaching pattern
Lecture (1 x 2 hour weekly), Tutorial (1 x 1 hour weekly)
Indicative Syllabus
- Introduction to Company Law: History, and Sources
- The concept of corporate status and limited liability
- “Lifting the veil of incorporation”: common law and statutory approaches
- The constitution of the company
- Corporate structure – the organs of the company and stakeholders of the company
- Directors duties and their enforcement
Suggested reading list
- Davies, Introduction to company law (OUP, 3rd Ed 2020)
- Micklethwait and Wooldridge, The Company: A Short History of a Revolutionary Idea (Weidenfeld & Nicholson, 2003)
- Parkinson, Corporate Power and Responsibility (OUP 1992)
- Wheeler, A Reader on the Law of Business Enterprise (OUP 1994) (extracts from influential articles on general issues in Company Law)
- Sugarmann, “Reconceptualising Company Law”, (1997) Co Lawyer 226, 274
- Kraakman et Al. The Anatomy of Corporate law, (OUP 2004)