UCL FACULTY OF LAWS

LLB Programmes

COMPANY LAW

Introduction
Company law is a varied and fast-moving field. New legislation is frequent, spurred by the twin pressures of the EC policy on harmonisation of the laws of member states, and by the Department of Trade and Industry’s own reformist zeal for making company law consistent with the realities of commercial life and reflective of current Government social and economic policies. Although modern company law is built on legislative foundations, a century and a half of litigation has produced a rich body of case law bringing together concepts from contract, tort, property and public law. These factors alone lay claim to intellectual endeavour on the part of students, academics and practitioners although it is also worth observing that it is highly relevant for people contemplating a career in the City or industry, for no one can operate safely or effectively in any commercial field without a thorough understanding of company law.

Course content
The first part of the course is designed to raise the dynamic issues and themes which are frequently alluded to later when considering more technical subject matter. It covers policy in law reform, philosophical and political questions, European and International perspectives and the historical development of company law. This is followed by consideration of the ramifications of the corporate entity doctrine, under which a company is treated as a person separate and distinct from its members and analysis of the constitutional structure of companies, for it is this which determines what rights the shareholders have against the assets of the company and against each other. Next comes the legal treatment of a company’s capital and the resultant structure of a company’s balance sheet; the question - ‘Why does a balance sheet balance?’ - actually has a simple answer. A central part of the course is to examine the legal structures within which the controlling organs of the company, the directors and shareholders, relate to each other, an area much in the public eye at present in the light of the Cadbury Report consequent upon the Maxwell scandal. Also examined here are the duties and liabilities of directors and the phenomenon of insider dealing legislation. Because companies are so often riven with internal conflict it is also necessary to look at the statutory and common law protections given to minority shareholders. The last major topic covered is corporate finance - the way in which a company raises its operating finance through issues of debt and equity securities. Also dealt with, in outline, for perspective, is liquidation and the role of the Financial Services Authority in regulating the securities industry. In addition, there will be classes on the practical problems posed by takeovers and proxy battles.

Teaching Techniques
The teaching method is two one-hour seminars per week, coupled with fortnightly tutorials. The seminars, which are conducted in a relaxed atmosphere, involve a highly integrated combination of teaching by interactive case analysis and traditional lecturing. Students are usually asked to read a case, one per seminar, in advance. Coverage of the more complex statutory areas is helped by the seminar handout which in places is detailed and in the style of professional conference notes. Additionally, company law students are fortunate in having interesting and up-to-date textbooks, casebooks and compilations of the necessary statutes.

Assessment of the course is by a 3 hour written examination in the summer.

National Admissions Test for Law (LNAT)
All applicants are required to take the LNAT as soon as possible and no later than 20 January (registration deadline 15 January).

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