Company law is concerned with the law relating to and regulating the formation of companies under the Companies Act 1993 (CA93), relationships internal to companies (such as between shareholders or between shareholders and directors), and the relationships between companies and the outside world (including contracting third parties and creditors). This course typically covers:
- the history of the corporate form, and the role of companies in society
- the principle of a company’s separate legal personality
- the rule of limited liability
- corporate decision
- corporate organisation
- corporate constitutions
- how companies make contracts
- the use of corporate constitutions and shareholder agreements
- the issuing of, and rights attaching to, shares
- the rules regulating dividends and other company distributions
- shareholders’ rights and remedies
The above list is indicative and may vary.
The course does not consider the regulation of the issuing and trading of securities, takeovers, or mergers. These matters are primarily dealt with in other statutory regimes, in particular the Financial Markets Conduct Act 2013, the Takeovers Act 1993, and the Commerce Act 1986. Although corporate insolvency is addressed by the Companies Act 1993, this subject is merely touched on occasionally in this course.
Course Rationale
Companies are an integral part of modern society and few of us will go through our life without interacting with a company. Knowledge of company law is therefore of benefit whilst interacting with companies. This course is designed to provide students with a knowledge of the basic principles of company law. In addition companies play an important role in modern society as one of the foundations of the market economy and as effective vehicles for aggregation of capital.