LL4CF      Half Unit
UK Corporate Law

This information is for the 2023/24 session.

Teacher responsible

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.

Course content

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.


Teaching will be delivered through lectures and classes in Autumn Term. This course includes a Reading Week in Week 6 of Autumn Term.

Formative coursework

A mock examination will be held at a time to be advised during Autumn Term.

Indicative reading

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 course Moodle page.


Exam (100%, duration: 2 hours, reading time: 15 minutes) in the spring exam period.

Key facts

Department: Law School

Total students 2022/23: 50

Average class size 2022/23: 12

Controlled access 2022/23: Yes

Lecture capture used 2022/23: Yes (MT)

Value: Half Unit

Guidelines for interpreting course guide information

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.