LAWCOMM 402 - Company Law

Credit points: 20 points
Offered: First and Second Semester
Contact hours: Lectures - 4 hours per week
Course Coordinators: John Land
Prerequisites: LAW 231, LAW 241

Course description

The law relating to companies incorporated under the Companies Act 1993 including: the nature of corporate personality, pre-incorporation contracts, the rights and liabilities of promoters, an introduction to the raising of debt and equity capital and the regulation of the securities market, the rights of shareholders, and the duties of directors.

Course overview

Company law is concerned with the law relating to and regulating the formation of companies under the Companies Act 1993 (CA93), relationships internal to companies (such as between shareholders or between shareholders and directors) and the relationship between companies and the outside world (including contracting third parties and creditors). This course covers:
 
• The formation of companies and the role of companies in society
• The principle of a company’s separate legal personality
• The rule that shareholders enjoy limited liability for a company’s debts and that the company is a separate legal entity from its shareholders
• How companies make decisions and how companies incur liability
• The organisation of decision-making within companies between boards and shareholders in the meeting
• The making of contracts by companies
• The use of corporate constitutions and shareholder agreements
• The issuing of, and rights attaching to, shares
• The rules regulating dividends and other company distributions
• The statutory and common law duties of directors
• Directors’ liability insurance
• Shareholders’ rights and remedies

Assessment

Semester One:

  • Multi-choice quiz (0%)
  • 2000 word assignment (30%)
  • 3 hour open-book exam (70%)

Open book means that you may, if you wish, bring into the exam and refer to any materials such as casebooks, textbooks and study notes.

Semester Two:

TBC