LL439E      Half Unit
UK Corporate Law

This information is for the 2021/22 session.

Teacher responsible

Prof Robert Kershaw NAB7.16


This course is available on the Executive LLM. This course is not available as an outside option.

Course content

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.

24 hours (Executive LLM)

Formative coursework

All students are expected to produce one 2,000 word formative essay during the course.

Indicative reading

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


Paul Davies, Gower and Davies' The Principles of Modern Company Law (10th eds, Sweet & Maxwell, 2016).


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.


Assessment path 1
Essay (100%, 8000 words).

Assessment path 2
Take-home assessment (100%).

Course selection videos

Some departments have produced short videos to introduce their courses. Please refer to the course selection videos index page for further information.

Important information in response to COVID-19

Please note that during 2021/22 academic year some variation to teaching and learning activities may be required to respond to changes in public health advice and/or to account for the differing needs of students in attendance on campus and those who might be studying online. For example, this may involve changes to the mode of teaching delivery and/or the format or weighting of assessments. Changes will only be made if required and students will be notified about any changes to teaching or assessment plans at the earliest opportunity.

Key facts

Department: Law

Total students 2020/21: Unavailable

Average class size 2020/21: Unavailable

Controlled access 2020/21: No

Value: Half Unit

Guidelines for interpreting course guide information