LL4CF Half Unit
UK Corporate Law
This information is for the 2025/26 session.
Course Convenor
Elizabeth Howell
Availability
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 to students on other programmes. This course uses controlled access as part of the course selection process.
How to apply: Priority will be given initially to LLM, MSc Regulation and MSc Law and Finance students on a first-come-first-served allocation.
Spaces permitting, requests from all other students will be processed on the same first-come-first-served allocation from 10am on Thursday 2 October 2025
By submitting an application, students are confirming that they meet any pre-requisites specified. Providing an additional written statement will not aid a student's chances of being accepted onto a course, and statements are not read.
Deadline for application: Not applicable
For queries contact: Law.llm@lse.ac.uk
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. Course content may vary slightly from year to year.
Teaching
20 hours of lectures and 5 hours of seminars in the Autumn Term.
This course has a reading week in Week 6 of Autumn Term.
Formative assessment
Students will have the opportunity to submit formative work during Autumn Term.
Indicative reading
B Hannigan, Company Law (7th ed OUP 2024); 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.
Assessment
Exam (100%), duration: 150 Minutes in the Spring exam period
Key facts
Department: LSE Law School
Course Study Period: Autumn Term
Unit value: Half unit
FHEQ Level: Level 7
CEFR Level: Null
Total students 2024/25: 72
Average class size 2024/25: 18
Controlled access 2024/25: YesCourse selection videos
Some departments have produced short videos to introduce their courses. Please refer to the course selection videos index page for further information.
For this course, please see the following link/s:
LL4CF UK Corporate Law Course Guide Video https://youtu.be/xfzFPwGeik4