| Foundational and constitutional issues in company law |
| Students are advised that the course demands some previous knowledge of English law in general, in particular English law of contract and agency, and of trusts. |
| Section A: Company law foundational issues I |
| · Introduction |
| · Corporate theory |
| · The types and functions of companies |
| Section B: Company law foundational issues II |
| · Company formation, promoters and pre-incorporation contracts |
| · Corporate personality and limited liability |
| · Lifting the veil of incorporation |
| Section C: Company law constitutional issues I |
| · The ultra vires doctrine and other attributions issues (tort - corporate crime) |
| · The articles of association and shareholders agreements |
| Section D: Company law constitutional issues II |
| · Majority rule |
| · Minority protection |
Sequence:
Section A first. |
Textbooks:
Alan Dignam and John Lowry, Company Law 4th ed (Oxford: Oxford University Press, 2006), ISBN: 9780199289363 |
| Len Sealy and Sarah Worthington, Cases and Materials in Company Law 9th ed (Oxford: Oxford University Press, 2010), ISBN: 9780199576807 |
| Paul L. Davies, Gower and Davies: The Principles of Modern Company Law 8th ed (London: Sweet & Maxwell, 2008), ISBN: 9780421949003 |
