View our courses available in Clearing Apply now

Company Law – (NCHLW637)

30 Credits

Arguably, companies are the most popular form adopted by business people to invest and diversify risk. It is now generally accepted that forming companies is the only option one may have to achieve financial objectives where substantial investment is required. Even in some jurisdictions it is mandatory for financial institutions to adopt the form of a company, private or public, before they can obtain a licence to offer their products to the public. The purpose of this course is to introduce students to the law underpinning the formation, management, expansion and liquidation of companies as the most popular form of business organisations. Company law is divided in four large blocks or parts namely: company constitution, corporate governance, corporate finance and corporate solvent or insolvent liquidation.

The first part of the course introduces students to the distinctions between the different forms of business organisations, especially by comparing companies with partnerships, and also what is required to successfully set up a company. To this end the principles of separate legal personality, constitutional documents and their contractual effect, a company’s’ capacity to act as well as corporate liabilities in contract and tort are all covered. The concept of separate legal personality could have its exceptions in the ever so popular topic of lifting the veil of incorporation, which students would have the opportunity to assess during this first block.

The second part of the course looks at the way companies are managed and governed, therefore it explores company meetings, directors’ duties and liabilities and minority shareholders’ protection where their interest is to some extent affected by the way company directors manage and control the corporate body.

The third part covers the capital of the company, how it is created, divided, audited and protected. Companies limited by shares constitute the most popular type therefore, especial attention is given to company shares and what rights they give to shareholders. Corporate finance also embraces the possibility of companies raising capital by using debt and borrowing, thus the course also covers the creation and registration of company charges, both floating and fixed on company assets to secure their debts.

Finally, part four will cover the process of either rescuing or extinguishing the corporate body where it faces voluntary or compulsory winding up and liquidation, in order to protect the interest of the company’s creditors.

The first half of this course, taught in Michaelmas term, is taken by students taking the Elements of Company Law course.