Authorised by Academic Registrar, April 1996
Objectives On completion of this subject students should (1) be able to assess the situations in which business activities are more appropriately carried on by individuals organised as a group rather than on an individual basis, and to explain the advantages and disadvantages of adopting the corporate form of organisation in particular; (2) have an appreciation of the attributes and consequences of the separate legal personality which the law attaches to entities such as the corporation; (3) have an understanding of the means by which a corporation is created, and should appreciate the degree of flexibility with which the corporations may regulate the internal affairs of the corporation; (4) be able to advise the members and officers of a corporation, once formed, of their respective rights, liabilities and responsibilities; (5) appreciate the legal principles which regulate the relations of the corporation with the outside world; (6) appreciate the basic features and legal requirements of share capital and debt capital; (7) understand the means by which a corporation may be brought to an end; (8) be able to analyse and examine critically the current law in this area from different perspectives, as well as have an appreciation of the dynamics of the manner of regulation and reform in this area; and (9) find that, in addition, to their powers of critical analysis and thinking, their skills of statutory interpretation and drafting are enhanced by taking this subject.
Synopsis This subject will examine companies with a view to analysing the rights and duties of the group entity and of the individuals who make up the group, primarily directors, officers and shareholders. In particular, attention will be given to the process of incorporation, the concept of legal personality, the constitution, powers, management and regulation of companies, the relations of companies with the outside world, the duties of directors and of the controlling majority, the protection of minority shareholders, the main sources of corporate finance, and the winding up of companies. The common law rules, relevant statutes and underlying policies will be examined, and there will be a consideration of the wider background against which companies operate.
Assessment One 1-hour class test or research assignment (3000 words): 30% + Final examination (2 hours): 70%