TBF2151

Singapore and Malaysian company law

Associate Professor Robin Edwards

6 points
* 3 hours per week
* First and second semester
* Caulfield
* Prerequisite: TBX1010
* Prohibition: Completion of TBX1151

Objectives On completion of this subject, students should have a sound knowledge and appreciation of the legal nature of a company; be able to understand the rights and obligations of employees and agents; be able to understand the nature of shares and the rights of shareholders; be able to appreciate the role of directors and their obligations; be able to understand the legal aspects of raising capital; be able to understand securities in regard to borrowings; be able to understand the processes involved with company law.

Synopsis The nature of incorporation and its consequences; lifting the veil of incorporation; company's external relations; the role of agents, non-compliance with formalities; lack of capacity, breach of fiduciary duties; pre-incorporation contracts; suing and being sued; company's internal relations; membership and members rights; restraining ultra vires and illegal acts; the right to information; meetings and the right to vote; the right to be treated fairly; company's internal relations; directors' powers, duties and liabilities; breach of directors' duties; effect on third parties; derivative actions; corporate assets; dividends; companies purchasing their own shares; corporate borrowing (debentures, charges, floating charges); winding up - initiation of winding up; grounds for winding up by the court; effect of winding up; distribution and dissolution.

Assessment Assignment (2000 words): 30%
* Examination (3 hours): 70%

Prescribed texts

Guide to company law in Malaysia and Singapore latest edn, CCH Singapore
Malaysian Companies Act 1965 and/or Singapore Companies Act 1985