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UOL Company Law

Company Law provides students with a comprehensive understanding of the legal framework governing businesses and corporations. This course delves into the intricacies of company law, covering topics from the fundamental principles of business organisation to the complexities of corporate governance and liquidation.

1. Introduction

The introductory module lays the foundation by providing an overview of company law. Students explore the historical development of corporate legal structures, the rationale for legal regulation, and the key principles that govern businesses operating as companies.

2. Forms of Business Organisation

This module explores various forms of business organisation, emphasising the distinctions between sole proprietorships, partnerships, and companies. Students analyse the advantages and disadvantages of each form and understand the factors influencing the choice of business structure.

3. Legal Personality

Legal personality is a foundational concept in company law. Students delve into the idea that a company has a distinct legal identity, separate from its members. The module examines the implications of legal personality on a company's rights, liabilities, and capacity to enter into legal relationships.

4. Corporate Veil

The corporate veil refers to the separation between a company and its members. Students explore the concept of the corporate veil, understanding when it may be lifted to expose the personal liability of company members in certain circumstances.

5. Company Formation

Company formation is a crucial aspect of company law. This module covers the legal requirements and procedures involved in creating a company, including the preparation of a memorandum and articles of association, registration with regulatory authorities, and the issuance of shares.

6. Equity Capital

Equity capital represents ownership interests in a company. Students explore the mechanisms by which companies raise equity capital, including the issuance of shares, rights issues, and the role of shareholders in the company's decision-making process.

7. Debt Capital

Debt capital involves borrowing funds through various financial instruments. This module examines how companies raise debt capital, issue debentures, and the legal obligations associated with servicing and repaying debt.

8. Debenture

Debentures are a form of debt instrument. Students delve into the characteristics of debentures, the rights of debenture holders, and the legal mechanisms for securing and enforcing debenture debts.

9. Capital

This module explores the concept of capital in the context of company law. Students analyse the different types of capital, including authorised, issued, and paid-up capital, and understand the regulatory framework governing capital maintenance.

10. Dealing with Insiders

Insiders, such as directors and officers, play a crucial role in company operations. Students examine the legal principles governing transactions and dealings involving company insiders, addressing issues of potential conflicts of interest and duty.

11. Class Rights

Class rights refer to the rights of specific classes of shareholders or debenture holders. This module explores the legal framework governing class rights, including the rights to vote on certain matters and receive dividends.

12. Majority Rule

Majority rule is a fundamental principle in company law. Students explore how decisions are made within a company, understanding the rights and powers of the majority of shareholders to pass resolutions and make key corporate decisions.

13. Minority Protection

Protecting the rights of minority shareholders is essential for maintaining corporate fairness. This module examines legal mechanisms and safeguards aimed at ensuring minority shareholders have a voice and are treated fairly within the company.

14. Dealing with Outsiders

Companies engage in various transactions with external parties. This module explores the legal aspects of dealings between companies and outsiders, including contracts, torts, and the liability of companies for the actions of their agents.

15. Corporate Management

Corporate management involves the day-to-day administration and decision-making within a company. Students analyse the structure of corporate management, the roles of directors and officers, and the legal duties and responsibilities associated with corporate leadership.

16. Directors’ Duties

Directors play a pivotal role in corporate governance. This module examines the fiduciary duties of directors, including the duty of care, duty of loyalty, and duty to act in the best interests of the company.

17. Corporate Governance

Corporate governance encompasses the structures and processes that guide company decision-making. Students explore the principles of good corporate governance, the role of boards of directors, and mechanisms for accountability and transparency.

18. Liquidation

Liquidation is the process of winding up a company's affairs. This module covers the legal procedures and consequences of company liquidation, including the distribution of assets to creditors and the dissolution of the company.

Through a detailed exploration of these key topics, students gain the knowledge and analytical skills necessary to navigate the legal landscape of companies and contribute meaningfully to the field of corporate law.

Check out our exam-focused Company Law notes now.

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Yale University

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SOAS, University of London

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Hong Kong University of Science and Technology

University of Buckingham

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