1. Legal structures for business. Forms of business association contrasted; advantages and disadvantages of incorporation; ‘public’/’private’ companies; corporate personality.
2. ‘Lifting the corporate veil’, with special emphasis on (i) abuse of limited liability (ii) corporate groups.
3. The company’s constitution. Section 33 contract; amendment of articles; shareholders’ agreements.
4. Management. The company’s officers and organs; division of power between board and general meeting; residual powers of general meeting; general meetings and resolutions; board meetings; legal rules governing the enforceability of transactions with companies.
5. Directors. Appointment and tenure; executive and non-executive directors; remuneration; duties.
6. Minority shareholder protection. The derivative action; the “unfair prejudice” remedy.
7. Capital, class rights and creditor protection. Rules governing raising and maintenance of capital and dissipation of corporate assets; alteration of rights attaching to shares; adjustment of prior transactions as part of insolvency proceedings; fraudulent and wrongful trading.

Questions will not be set specifically on the following topics but students will benefit from a general knowledge of them: history of companies, types of business associations other than companies, international aspects of company law, theories of corporate personality, pre-incorporation contracts; mens rea of companies, promoters, transfer of shares, certification of transfers and equitable interests in shares, taxation, foreign companies, marketing of securities, corporate securities regulation, procedural aspects and formalities of liquidation, administration and receivership.