UCL Faculty of Laws


Company Law (LAWS0209)

The module will examine the fundamental principles which underlie UK company law.

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This is a basic foundational course in company law. It is suitable for students approaching UK company law for the first time, and assumes no prior knowledge on the part of students. Students who have done UK company law at the undergraduate level must not select this, and students with company law knowledge in another jurisdiction should carefully consider suitability. 

The module examines what goes on behind the corporate veil; constitutional matters, the duties and liabilities of directors; shareholders’ rights and remedies, contracting with the company, corporate transparency, and theoretical introductions to the company and corporate governance. Students seeking more advanced corporate law modules should look at other offerings in the Corporate Law specialist degree pathway.

Module aims

  • to enable students to familiarize themselves with the core principles of company law
  • to develop their critical faculties by evaluating the rules, policies, and principles of English company law; and
  • to develop their analytical faculties by identifying and resolving legal issues relating to the operation of companies in terms of the relationship between the board of directors and the General Meeting

Module syllabus

This module is subject to change.

  • Business vehicles in the UK
  • Corporate Personality
  • Theories of the Company and Corporate Objective
  • Organs of the Company
  • Directors’ Duties
  • Derivative actions and Minority Shareholder Remedies
  • The Company’s Constitution
  • Contracting with the Company
  • Corporate Governance
  • Corporate Transparency

Recommended materials

One or any of the following books:

  • Pettet’s Company Law and Corporate Finance J. Lowry and A. Reisberg (Harlow, Longman, latest ed)
  • Gower and Davies’ Principles of Modern Company Law (latest ed)
  • Hannigan’s Company Law (Oxford: OUP, latest ed)
  • L.S. Sealy and S. Worthington Cases and Materials in Company Law (Oxford, OUP latest edition)

Note students should not seek to rely on any particular textbook nor are the lectures structured faithfully according to any particular textbook. These are references only and students are expected to consult primary law materials i.e. the Companies Act 2006 and case law and relevant journal articles where indicated in handouts to be set for each topic.

Key information

Module details
Credit value:30 credits (15 ECTS, 300 learning hours)
Convenor:Iris H Chiu
Other Teachers:Vanessa Knapp;
John Lowry;
Teaching Delivery:20 x 2-hour weekly seminars, 10 seminars per term, Term One and Two
Who may enrol:Any UCL Master’s student, except in accordance with the pre-requisite below. The course assumes no knowledge of UK company law and is only suitable for students who have not taken such a course or a similar course in a common law system.
Prerequisites:Must NOT have studied a Company Law course at LLB level in a UK institution
Must not be taken with:None
Qualifying module for:LLM in Corporate Law
Practice Assessment:Opportunity for feedback on one optional practice essay per term (two in total)
Final Assessment:Exam (100%)