UCL 2022-23 Lecture notes: Intro to company law, covering: the definition of a company, the purpose of a company, roles of company law, sources of company law, and the development of the Companies Act 2006.
Outlines the UCL company law syllabus 2022-23.
1. Introduction and Fundamental Principles of Company Law
● 3 tutorials in term 1, 5 in term 2 taught by: Anna, Alan Brener, or another guy. For
teachers to track the lectures properly
● Moodle resources: Word handouts, reading lists and slides, 1 formative each term,
lecturecasts but don’t rely on them too much
● Texts: Blackstone’s statutes; Sealy & Worthington TCM; Reisberg & Donovan, Pettet,
Lowry & Reisberg’s Company Law and Corporate Finance (5th ed.)
Module structure:
1. Nature of company
2. Corporate actions & liability
3. Corporate constitution
4. Organs of the company
5. Share capital and maintenance
6. Corporate hteory and governance
7. Directors’ duties
8. Intro to insolvency
9. Shareholder litigation and remedies
10. Revision
Themes and info
11. *Module doesn’t look at public companies: private companies are the lifeblood of our
economy, public company regulation is very much adjunct to private company regulation
+ listed companies have a whole other set of rules (thus don’t rly look at corp finance)
12. Gonna be thinking about how the interplay between corporates and human beings - who
has authority, who is responsible, whose interests should the company <, what do we
want to favour - finance or justice/certainty? Lots of things to think
Assessment
● 5k word coursework, footnotes included
● Term 2 - release 3 questions, pick 1
● Reflective and critical analysis
What is a company?
What are the characteristics of a company? Separate legal personality, limited liability, investor
ownership, run by a board of directors, with transferable shares
1) Separate legal personality1: Can own property, enter into contracts, can sue and be
sued
a) Other considerations
i) Functionally: what are the conditions to be met to create the privilege of
separate personality? (who is the natural person binding the company?
When will the company be liable?)
ii) Normatively: when should a company be liable?
1 Kraakman et al
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