Prof. David Kershaw

This course is available on the MSc in Law and Accounting, Master of Laws and Master of Laws (extended part-time study). This course is not available as an outside option.

This course is capped at 60 students. This course will be relevant to the following LLM specialisms: Corporate and Securities Law; Corporate and/or Commercial Law

1. The Evolution of the UK company. This session will address the evolution of the corporate form from the mid-19th century, and outline the partnership based conception of UK company. It will contrast the partnership conception with the corporate / entity conception. 2. Legal personality, formation and structure – considering the implications and function of separate legal personality and the scope to disregard the corporate veil; the process of formation; and the constitutional make-up of the company. 3. Corporate Actions – considering how the company acts in contract, tort and crime. 4. The distribution of power in a UK company – considering the location and contractual distribution of power in a UK corporation; the problem of separation of ownership and control / the agency problem; mandatory versus default rules; core mandatory rights: removal of directors and calling shareholder meetings. 5. Director’s duties I: the nature of duties; who owes them; to whom; the corporate objective; the duty to promote the success of the company. 6. Directors Duties II: the duty of care (business judgments, business process, monitoring, systems and controls, risk management) 7. Directors Duties III: the duty of loyalty (self-dealing transactions, corporate opportunities, competing with the company, bribes and commissions). 8. Company law and creditor protections – shareholder incentives to exploit creditors; the scope for unlimited liability, duties to creditors; wrongful trading. 9. Derivative Actions: the rule in Foss v Harbottle; the new derivative action mechanism; indemnity orders and contingency fees; reflective loss. 10. Minority shareholder protections – common law restraints on the exercise of majority shareholder power and influence; statutory constraints on the exercise of such power and influence (122(g) Insolvency Act 1986 and section 994 Companies Act 2006.

20 hours of seminars in the MT. 2 hours of seminars in the ST.

There will be a Reading Week in Week 6.

One 2,000 word essay.

Core Texts: David Kershaw, Company Law in Context (2nd ed, OUP 2012)

Paul Davies, Gower and Davies' The Principles of Modern Company Law (9th eds, Sweet & Maxwell, 2012).

For each session in addition to the main texts other readings will include cases, statutes and journal articles. As an example:

Session 1:

Paul Davies, Gower and Davies' The Principles of Modern Company Law (6th eds, Sweet & Maxwell, 1996), Chapter 1.

Extracts from N. Lindley, Treatise on the Law of Companies (as a Branch of the Law of Partnerships) (1889).

F. Palmer, Company Law: A Practical Handbook for Lawyers and Business Men (5th eds, 1905).

Extracts from D. Kershaw, The Path of Corporate Fiduciary Law (2012) 8 New York University Journal of Law and Business 395.

M. Lobban, Corporate Identity and Limited Liability in France and England 1825-67, 25 Anglo American Law Review. 397, 403-04 (1996).

Ernst v Nichols (1857) 10 Eng. Rep.

Ashbury Railways v Riche [1874-80] All ER Rep Ext.

Exam (100%, duration: 2 hours, reading time: 15 minutes) in the main exam period.