Prof. David Kershaw

This course is available on the MSc in Law and Accounting, Master of Laws and Master of Laws (extended part-time study). This course is not available as an outside option.

This course is capped at 30 students (or two groups of 30 students each, i.e. 60 students depending on demand). This course will be relevant to the following LLM specialisms: Corporate and Securities Law; Corporate and/or Commercial Law

1. The Evolution of the UK company. This session will address the evolution of the corporate form from the mid-19th century, and outline the partnership based conception of UK company. It will contrast the partnership conception with the corporate / entity conception. 2. Legal personality, formation and structure – considering the implications and function of separate legal personality and the scope to disregard the corporate veil; the process of formation; and the constitutional make-up of the company. 3. Corporate Actions – considering how the company acts in contract, tort and crime. 4. The distribution of power in a UK company – considering the location and contractual distribution of power in a UK corporation; the problem of separation of ownership and control / the agency problem; mandatory versus default rules; core mandatory rights: removal of directors and calling shareholder meetings. 5. Director’s duties I: the nature of duties; who owes them; to whom; the corporate objective; the duty to promote the success of the company. 6. Directors Duties II: the duty of care (business judgments, business process, monitoring, systems and controls, risk management) 7. Directors Duties III: the duty of loyalty (self-dealing transactions, corporate opportunities, competing with the company, bribes and commissions). 8. Company law and creditor protections – shareholder incentives to exploit creditors; the scope for unlimited liability, duties to creditors; wrongful trading. 9. Derivative Actions: the rule in Foss v Harbottle; the new derivative action mechanism; indemnity orders and contingency fees; reflective loss. 10. Minority shareholder protections – common law restraints on the exercise of majority shareholder power and influence; statutory constraints on the exercise of such power and influence (122(g) Insolvency Act 1986 and section 994 Companies Act 2006.

20 hours of seminars in the MT.

One 2,000 word essay.

Core Texts: David Kershaw, Company Law in Context (2nd ed, OUP 2012)

Paul Davies, Gower and Davies' The Principles of Modern Company Law (9th eds, Sweet & Maxwell, 2012).

For each session in addition to the main texts other readings will include cases, statutes and journal articles. As an example:

Session 1:

Paul Davies, Gower and Davies' The Principles of Modern Company Law (6th eds, Sweet & Maxwell, 1996), Chapter 1.

Extracts from N. Lindley, Treatise on the Law of Companies (as a Branch of the Law of Partnerships) (1889).

F. Palmer, Company Law: A Practical Handbook for Lawyers and Business Men (5th eds, 1905).

Extracts from D. Kershaw, The Path of Corporate Fiduciary Law (2012) 8 New York University Journal of Law and Business 395.

M. Lobban, Corporate Identity and Limited Liability in France and England 1825-67, 25 Anglo American Law Review. 397, 403-04 (1996).

Ernst v Nichols (1857) 10 Eng. Rep.

Ashbury Railways v Riche [1874-80] All ER Rep Ext.

Exam (100%, duration: 2 hours) in the main exam period.