COMPANY LAW
(LAWSII06)
Convenor: Dr Arad Reisberg
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. The most recent legislation is the Companies Act 2006, which received Royal Assent
on 8 November 2006 and will be brought into force by October 2008. It has the dubious
distinction of being the longest Act in the history of the UK Parliament! 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 trusts, 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 involves a 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 then 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 corporate finance. 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 recent failures in corporate governance. Also examined here are the
duties and liabilities of directors and the phenomenon of insider dealing legislation. Because
companies are so often driven with internal conflict it is also necessary to look at the statutory
and common law protections given to minority shareholders. The course is taught from a
critical perspective, and considers current ideas in the theory of company law.
Teaching Techniques
The teaching method is one two-hour seminar 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
often asked to read a case, or a number of cases, per seminar. 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 two and half written examination in the summer.