Dr Elizabeth Howell

This course is available on the LLM (extended part-time), LLM (full-time) and University of Pennsylvania Law School LLM Visiting Students. This course is not available as an outside option.

This course has a limited number of places and demand is typically high. This may mean that you’re not able to get a place on this course.

1.The conception of the UK company - the nature and evolution of the company; the sole-trader and partnership organisational forms will be contrasted 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. 3. 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. 4. Director’s duties I: the nature of duties; who owes them; to whom; the loyalty dimension.  5. Directors Duties II: the duty to act within powers; the duty to promote the success of the company and the particular question of creditors; the duty to exercise independent judgement; the duty of care. 6. Directors Duties III: the conflict rules (self-dealing transactions, corporate opportunities, competing with the company, bribes and commissions). 7. Protecting shareholder rights and derivative actions: personal actions and reflective loss; the derivative action mechanism. 8.  Minority shareholder protections I – common law restraints on the exercise of majority shareholder power and influence; statutory constraints on the exercise of such power and influence - section 994 Companies Act 2006. 9. Minority shareholder protections II – remedies under s994 Companies Act 2006 for unfairly prejudicial conduct. 10. Just and equitable winding up under section 122(1)(g) Insolvency Act 1986; arbitration.

There will be 20 hours of teaching content in Michaelmas Term, however please note the final class may take place in the first week of Lent Term. There will be a Reading Week in Week 6 of Michaelmas Term.

One 1,500 word essay.

B Hannigan, Company Law (6th ed OUP 2021); or

P Davies and Sarah Worthington, Gower: Principles of Modern Company Law (11th ed 2021 Sweet & Maxwell)

For detailed reading lists please see the Moodle website.

Exam (100%, duration: 2 hours, reading time: 30 minutes) in the summer exam period.