Company Law

JKUAT
Faculty of Law
COURSE OUTLINE
Unit Code: LAW 2302 Unit Title: Law of Business Associations II
Academic Year: 2013/2014 Semester: September 2013
Lecturer: Dr. L. M. Musikali
Email: [e-mail]
Purpose of the Course: The purpose of this course is to introduce students to the main features of the company law of Kenya and to enable students to understand and critically analyse the ways in which company law balances the interests of different groups represented within the company.
Learning Outcomes:
Upon completing this course students will be able to:
1. Explain the basic theories about the company, its objectives and its role in commerce and society.
2. Explain the nature of companies in legal and economic terms.
3. Explain how companies are formed, how they make contracts, how they are managed and how they are financed.
4. Identify the position and responsibilities of directors of companies.
5. Identify the rights of shareholders and what can be done if companies become insolvent.

Requirements:
Class Schedule

Contents
Learning Activities
Topic 1

Introduction to course
Classification of companies
Formation of companies
Interactive Lecture
Topic 2

Classification and formation of companies seminar
Group Presentations
Topic 3

Separate Legal Personality

Lecture
Topic 4

The Ultra Vires Rule
Lecture
Topic 5

In whose interests should the company be run?

Interactive Lecture
Topic 6

Directors’ duties
Lecture

Topic 7
Shareholder remedies & Winding Up

Lecture

Textbooks/References
Essential Reading:
Ogola, J. J. (2010), Company Law, Focus Publishers.
Companies Act 1948, Cap. 486
Companies Bill 2010
& at least one text from the Additional Reading List
Additional Reading:
Davies, P. L. (2008), Gower’s Principles of Modern Company Law, 8th Edition, London, Sweet & Maxwell.
Morse, G. (2005), Charlesworth Company Law, 17th Edition, London, Sweet & Maxwell.
Hicks, A. and Goo, H. S.

References: Davies, P. L. (2008), Gower’s Principles of Modern Company Law, 8th Edition, London, Sweet & Maxwell. Morse, G. (2005), Charlesworth Company Law, 17th Edition, London, Sweet & Maxwell. Hicks, A. and Goo, H. S. (2004), Cases and Materials on Company Law, 5th Edition, OUP. Ryan, C. (2002), Company Law, 4th Edition, London, Butterworths. Abbott, K. R. (1993), Company Law, 5th Edition, London, DP Publications.