Dr Eva Micheler NAB7.35

Additional Teachers: Professor David Kershaw and Mr Leslie Kosmin, QC.

This course is available on the BA in Anthropology and Law and LLB in Laws. This course is available with permission as an outside option to students on other programmes where regulations permit and to General Course students.

Experience suggests that third year students are more successful. 

It is helpful to have studied or be studying Property II, although this is not a formal pre-requisite.

Outline:

This course examines the nature of the legal vehicles available for the carrying on of entrepreneurial activities, paying particular attention to the analysis of companies. It examines the core features of the company. These are: separate legal personality, limited liability, centralised management, the allocation of control rights, and free transferability of shares. The course analyses how the law implements these features and the policy trade-offs among them.

The course discusses the relationship between various groups with an interest in the affairs of the company – shareholders, directors, managers, financiers, trade creditors, employees, consumers and regulators - and the balance of power between them.  The course looks beyond purely technical legal issues and encourages a critical examination of the system and proposals for reform.

Registered companies are creatures of statute and close attention to the Companies Acts and related legislation is essential.  However, no attempt is made to deal with all, or even most, of the complex technical aspects of the legislation and non-statutory regulation.  The course concentrates on the problems and policies underlying the legislation, with some more detailed consideration of selected provisions. The increasing influence of European Directives and Regulations on UK company law is also reflected.

Despite the importance of statute, common law and equitable principles have played a major role in the development of company law by the courts. This has relied heavily on principles of agency and the equitable principles relating to fiduciaries.  Case analysis is therefore a major element of the course.  Excellent case books are available.

This subject covers a wide range of businesses - from the one-person firm (the local greengrocer or plumber) to family companies, to major multinational groups listed on the Stock Exchange. This wide coverage plus the policy emphasis means that this course should appeal to all students with an interest in the economic, social and political aspects of business organisations and not only to those wishing to practise commercial law.

Topics usually covered are:
• Introductory concepts and themes including limited liability and corporate personality.
• Capacity of companies & the powers of individuals acting for companies.
• Shares and share capital.
• Directors: powers, duties and corporate governance issues.
• The role of shareholders in companies: rights, decision-making and governance.

20 hours of lectures and 8 hours of seminars in the MT. 20 hours of lectures and 14 hours of seminars in the LT. 4 hours of seminars in the ST.

Lectures are accompanied by fortnightly two-hour seminars, which follow the lectures closely. Reading lists provided by the lecturer in each topic are used as the basis for seminar work.

Students will be expected to produce 1 essay in the MT and 1 essay in the LT.

Gower and Davies, Principles of Modern Company Law (9th edn, 2012); David Kershaw, Company Law in Context (2nd edn, 2012); Sealy and Worthington, Cases and Material on Company Law (10th edn, 2012)

Exam (100%, duration: 3 hours, reading time: 15 minutes) in the main exam period.