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 Industrys
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.
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 companys
capital and the resultant structure of a companys 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.
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.