company law

Topics: Corporation, Companies law, Company Pages: 62 (15006 words) Published: March 17, 2014
Company law

Alan Dignam
John Lowry

2006
LLB

2660021

This subject guide was jointly prepared for the University of London External Programme by:
Alan Dignam, School of Law, Queen Mary, University of London and
Professor John Lowry, Faculty of Laws, University College London.

This is one of a series of subject guides published by the University. We regret that owing to pressure of work the authors are unable to enter into any correspondence relating to, or arising from, the guide.

If you have any comments on this subject guide, favourable or unfavourable, please use the form at the back of this guide.

Publications Office
The External Programme
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Stewart House
32 Russell Square
London WC1B 5DN
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Published by the University of London Press
© University of London 2006
Printed by Central Printing Service, University of London
Cover design by Omnis Partners, Glasgow
All rights reserved. No part of this work may be reproduced in any form, or by any means, without permission in writing from the publisher.

2

University of London External Programme

Contents

Chapter 1

Introduction

5

Chapter 2

Forms of business organisation

13

Chapter 3

The nature of legal personality

25

Chapter 4

Lifting the veil of incorporation

33

Chapter 5

Company formation, promoters and
pre-incorporation contracts

43

Chapter 6

Raising capital: equity

53

Chapter 7

Raising capital: debentures

65

Chapter 8

Capital

81

Chapter 9

Dealing with insiders: the articles
of association and shareholders’ agreements

95

Chapter 10

Class rights

109

Chapter 11

Majority rule

121

Chapter 12

Statutory minority protection

135

Chapter 13

Dealing with outsiders: ultra vires
and other attribution issues

149

Chapter 14

The management of the company

161

Chapter 15

Directors’ duties

177

Chapter 16

Corporate governance

201

Chapter 17

Liquidating the company

213

University of London External Programme

3

4

University of London External Programme

Chapter 1 Introduction

Contents
Introduction 5
1.1

Company law 6

1.2

Approaching your study 7

1.3

The examination 9

Introduction
This subject guide acts as a focal point for the study of company law on the external LLB. It is intended to aid your comprehension by taking you carefully through each aspect of the subject. Each chapter also provides an opportunity to digest and review what you have learned by allowing a pause to think and complete

activities. At the end of each chapter there are sample
examination questions to attempt once you have completed
and digested the further reading.
Company law requires students to develop their existing
understanding of tort, contract, equity, statutory and common law interpretation. It also provides students with new conceptual challenges such as corporate personality. This combination of development and new challenge can initially be a difficult one for the student. This initial learning period will be greatly eased if you understand the everyday context within which company law issues affect businesses. All of the major national newspapers cover company law issues in their business sections. In an ideal world the company law student would read these sections each day, either by buying a newspaper or going to the library to go through them. However, we do not live in an ideal world so a good compromise is to buy (or read in a library) the Saturday edition of the Financial Times or a national weekend newspaper which has a roundup of the business news each week. This will update the week’s business and general news developments. If you can manage to do this over the academic year it will help to put your learning into context and aid your comprehension of the subject. It may even stimulate your enjoyment of...

References: (London: Sweet and Maxwell, 2003) seventh edition [ISBN 0421788208].
Sealy, L.S. Sealy Cases and Materials in Company Law. (London:
Butterworths, 2001) seventh edition [ISBN 0406929599].
Butterworth, 2005) [ISBN 1405707747].
(Oxford: Oxford University Press, 2005) ninth edition [ISBN 0199283117].
Sweet and Maxwell’s British Companies Legislation Handbook. (London:
Sweet and Maxwell, 2003) eighteenth edition [ISBN 0421863404].
Company Law: theory and structure. (Oxford: Oxford University
Press, 1997) [ISBN 0198259735]
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