Introduction

Company law is a topic of major current interest for practitioners and academics alike, raising critical issues concerning the proper governance of the corporation.  Focussing on the Companies Act 2006, this unit identifies and examines a number of key issues in UK company law from both a practical and theoretical perspective. Particular emphasis is placed on the relationship between: on the one hand, the modern framework of statutory rules and other regulations governing the company's specific operations; and, on the other, the long-standing body of common law and equitable doctrine which continues to define many of the company's most important legal features.

Module content

The module involves a consideration of the ramifications of the corporate entity doctrine, under which a company is treated as a person separate and distinct from its members. This is followed by an analysis of the constitutional structure of companies, for it is this which determines what rights the shareholders have against the assets of the company and against each other. A central part of the module examines the legal structures within which the controlling organs of the company, the directors and shareholders, relate to each other, an area much in the public eye at present in the light of recent failures in corporate governance. Also examined here are the duties and liabilities of directors. As companies are so often affected by internal conflict it is also necessary to look at the statutory and common law protections given to minority shareholders. The regulation of share capital is further considered. The module is taught from a critical perspective and considers current ideas in the theory of company law.

There are two pieces of formative coursework issued during the academic year although these do not count towards your final mark for the module.

Reading lists and other materials will be provided for students registered on the module via online Moodle information pages.