MN3027 The law of business organisations
This course is not a 'law course' as the term is used in these Regulations, including Section 9 Fees and Annex D Scheme of Award.
Students are permitted to bring into the examination hall annotated copies of the following: one copy of Blackstone's Statutes on Company Law; or one copy of British Companies Legislation (Sweet & Maxwell) or any statutes contained therein.
May not be taken with LA3021 Company law.
The role of law: The nature and sources of law; the distinction between private and public law; the role of law in the creation and maintenance of business organisations; the nature of contract, agency and trusts and their relevance to the operation of business organisations.
Forms of business organisation: The distinction between:
- individual and collective trading
- registered and unregistered organisations
- incorporated and unincorporated organisations
- public and private companies
- limited and unlimited companies
- companies limited by shares and companies limited by guarantee.
The formation and operation of each of the above types of organisation; the nature of the constitution; how funds are raised for the purpose of carrying the proposed business.
Limited liability: The meaning and significance of limited liability; who is entitled to limited liability; the concept of the veil of incorporation and the lifting of the veil; fraudulent and wrongful trading.
Dealings between the organisation and the outside world: The relevance of the constitution to the dealings of the organisation; registered as opposed to unregistered organisations and the doctrine of constructive notice; when the organisation will be bound to contracts and other dealings with third parties - the relevance of principles of agency and the alter ego doctrine; the distinction between void and voidable acts.
Surveillance of actions within the organisation. The nature of the relationship between the organisation and its members; the duties of directors of companies and other executive committee members of different organisations; the ratification of breach of such duties; the enforcement of remedies for such breach and the protection of minorities.
Terminating the organisation. Circumstances leading to the termination of the organisation; different methods of termination; the importance of the distinction between solvent and insolvent organisations.