Company Law
2000 WORDS PER QUESTION
SOURCES:
Sources to be from Kershaw David, Company Law in Context, Text and Materials – 2nd Edition (2012) Oxford
AND
Hudson, A, Understanding Company Law, Routlege, 2012
AND
If you find any sources through the internet include them too.
Forms of businesses
– Distinguish between the various types of unincorporated business organisations.
Incorporation of a company
– Understand the process for registering a company.
Separate legal personality
– Understand and critically evaluate the economic rationale for limited liability and separate legal personality;
– Explain the doctrine of corporate personality and understand the implication thereof on the liability of directors/shareholders.
Piercing the Veil
– Understand and evaluate the jurisprudential basis for piercing the corporate veil, including in corporate groups;
Critically evaluate the effect of case law on veil-piercing on various stakeholders, including voluntary and involuntary creditors, shareholders, directors, and members of the public.
Articles of association
-Analyse the contractual nature of the Articles of Association. Understand the constraints on alteration of the Articles.
Directors
a)Understand the functions of the board of directors in Company Law and Corporate Governance.
b) Understand the distribution of power and authority between the board and the general meeting.
c) Explain the appointment, tenure, remuneration and removal of directors.
d) Demonstrate an understanding of the basis of disqualification from office in general and a critical awareness of the effectiveness of the relevant statutory provisions in dealing with delinquent directors.
Shares
a) Demonstrate an understanding of the nature of shares;
b) Demonstrate an understanding of the regulation governing the allotment of shares including the duties placed on directors in this regard and an ability to apply this understanding;
c) Differentiate between different classes of shares and the rights attaching to each;
d) Demonstrate an understanding of class rights, the regulation governing their variation including the protection afforded to minority class interests and an ability to apply this understanding.
Minority Protection
a) demonstrate an understanding of the statutory derivative action;
b) Demonstrate an understanding of the protection afforded by the provisions of S 994 CA 2006, the associated case law, and the degree to which it either incorporates or extends the other forms of minority protection;
c) Demonstrate an understanding of the protection afforded by S 122(1)(g) Insolvency Act 1986 – “Just & Equitable Winding Up” provision.
insolvency
a) Demonstrate an understanding of the procedures for winding up a registered company; and
b) Demonstrate an understanding of the potential liability of directors of companies in liquidations.
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