LAWSG040 Company Law

Credit value: 30 credits (15 ECTS, 300 learning hours)
Convenor: Iris H Chiu
Other Teachers: Vanessa Knapp;
John Lowry;
Eleanore Hickman;
Dean Taylor
Teaching Delivery: 20 x 2-hour weekly seminars, 10 seminars per term, Term One and Two
Who may enrol: Any UCL Master’s student
Prerequisites: Must NOT have studied a Company Law course at LLB level in a UK institution
Must not be taken with: None
Qualifying module for: LLM in Corporate Law
Introductory video View introduction video from the module convenor
Practice Assessment: Opportunity for feedback on one optional practice essay per term (two in total)
Final Assessment: One 3-hour unseen written examination (100%)
Module Overview
Module summary:

The module will examine the fundamental principles which underlie company law and which flow from the Salomon doctrine. It examines what goes on behind the corporate veil; constitutional matters, the duties and liabilities of directors; shareholders’ rights and remedies, contracting with the company, corporate transparency, and theoretical introductions to the company and corporate governance.

Module aims:

  • to enable students to familiarize themselves with the core principles of company law
  • to develop their critical faculties by evaluating the rules, policies, and principles of English company law; and
  • to develop their analytical faculties by identifying and resolving legal issues relating to the operation of companies in terms of the relationship between the board of directors and the General Meeting and corporate capital
Module syllabus:

  • Business vehicles in the UK
  • Corporate Personality
  • Theories of the Company and Corporate Objective
  • Organs of the Company
  • Directors’ Duties
  • Derivative actions and Minority Shareholder Remedies
  • The Company’s Constitution
  • Contracting with the Company
  • Corporate Governance
  • Corporate Transparency
Recommended materials:

One or any of the following books:

  • Pettet,’s Company Law and Corporate Finance J. Lowry and A. Reisberg (Harlow, Longman, latest ed)
  • Gower and Davies’ Principles of Modern Company Law (latest ed)
  • Hannigan’s Company Law (Oxford: OUP, latest ed)
  • L.S. Sealy and S. Worthington Cases and Materials in Company Law (Oxford, OUP latest edition)

Note students should not seek to rely on any particular textbook nor are the lectures structured faithfully according to any particular textbook. These are references only and students are expected to consult primary law materials ie the Companies Act 2006 and case law and relevant journal articles where indicated in handouts to be set for each topic.

Preliminary reading: