UCL Faculty of Laws


Company Law (LAWS0336)

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 nature of the company as a separate legal personality, exceptions to the corporate veil and core company law relations such as the division of powers between the Board and shareholders, the duties and liabilities of directors; shareholders’ rights and remedies. This module runs in Terms 1 and 2. 

Module Syllabus

  • to enable students to familiarise themselves with the core principles of English 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 

  • Corporate Personality  

  • Organs of the Company 

  • Directors’ Duties 

  • Derivative actions and Minority Shareholder Remedies 

  • Recommended materials 

  • One or any of the following books:  

  • Lee Roach, Company Law (OUP 2019) 

  • 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:22.5 credits (225 learning hours)
Convenor:Iris H Chiu
Other Teachers:None
Teaching Delivery:10 x 2-hour weekly seminars, Term One
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:TBD
Final Assessment:2 Hour Online Controlled Condition Exam (100%)