Company Law

In Brief

From the outset, company structures have presented an attractive alternative to the more traditional business structures. A company has a separate legal personality separating the officers and the shareholders from the Company itself. Shareholders are attracted to investing in companies as they can limit their liability and receive a dividend in return for their investment.

The impact of what Directors do through their management of Companies can have far-reaching consequences. Even though, Courts are generally reluctant to lift the Corporate Veil they will do so where there is misconduct by the Directors or where the Company is a sham.

The UK Parliament has attempted to balance stakeholders’ interests by passing the Companies Act 2006, which is the longest statute passed by the UK Parliament. In its original form, it had 1,300 sections, divided into 47 Parts, and included 17 Schedules. Recent amendments to the Act have increased this already long piece of legislation.

The Act itself was introduced in eight different stages over two and half years, finally coming into full force on 1 October 2009. However, many Companies have been incorporated prior to 2009, and therefore the practitioner still needs to consult earlier legislation. A Company is also regulated by other legislation, including the Insolvency Act 1986, The Corporate Manslaughter and Corporate Homicide Act 2007, the Sale of Goods Act 1979, Law of Property Act 1925, and Employment Rights Act 1996.

Finally, a Company is vested with human rights and is entitled to protect these rights which include the right to protect property, the right to a fair trial in civil and criminal matters, and the right to freedom of speech.   

What’s in this module?

Companies>> learn about the special features of a Company and incorporation

Directors duties>> examine the duties directors owe to a Company and how they have been developed through common law and statutes

Shareholders>> study the rights of shareholders and how the Courts protect minority shareholders

Corporate Insolvency>> learn the different options available when a Company is experiencing liquidity problems and the options available to creditors

  • Exercises
  • Case Study
    • A Precedent -making case in common law
      • details and judgement
      • why the case is important
  • Writing Corner
    • Notes for giving advice to a client
    • Set up a meeting with a client