LL4FC      Half Unit
UK Corporate Law

This information is for the 2025/26 session.

Course Convenor

Availability

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.

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.

Students will have the opportunity to submit formative work during Autumn Term.

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.

Exam (100%), duration: 150 Minutes in the Spring exam period