Elements of Company Law

This course is the first half (i.e. Michaelmas Term) of the Company Law course.

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 and management of companies as the most popular form of business organisations. The course is divided into two blocks: company constitution and corporate governance.

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.