Prof Eva Micheler

This course is available on the BA in Anthropology and Law, BSc in Accounting and Finance 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.

Although this course is open to second and third year law students, experience suggests that third years are more successful.  

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

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.

We analyse 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 Act 2006 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 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

This course will have two hours of lectures each week and a two-hour class every fortnight. This course includes a reading week in Weeks 6 of Autumn Term and Winter Term.

At least one formative (unassessed) essay per term.

Detailed lists will be provided during the course. The primary recommended text is:  Eva Micheler, Company Law - A Real Entity Theory (OUP 2021); Brenda Hannigan, Company Law (6th edition, 2021). We also recommend: Sealy and Worthington, Cases and Material on Company Law (12th edn, 2022).

Exam (100%, duration: 3 hours and 30 minutes) in the spring exam period.