LAW45515: Advanced Issues in Corporate Law

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• The module allows students to engage in more in-depth study of the legal issues which corporations generate. The module is selective in terms of the legal issues it addresses, but is designed to allow students to explore those issues at a deeper, and more theoretical, level.

• The following are the main topics which will be addressed during the module:
• Veil piercing and analogous doctrines, including the imposition of tortious liability on shareholders.
• Agency costs and directors duties
• The enforcement of directors duties: corporate actions, personal actions, derivative proceedings.
• Inter-shareholder disputes in smaller companies.
• Theories of the company and of company law; the company as a contract; contractarian accounts of company law.

Subject-specific Knowledge:

• Understand the principal legal issues that are raised by the regulation of (commercial) corporate entities
• Understand the policy choices that arise in addressing these regulatory issues
• Understand the normative debates surrounding these issues, including insights from disciplines outside of law and
• Understand how UK company law has addressed some of these regulatory issues,

Subject-specific Skills:

• Be able to identify relevant regulatory issues regarding companies, including by reference to hypothetical factual scenarios;
• Be able to describe the policy choices around these regulatory issues
• Describe and apply some of the key concepts, principles and rules in UK company law that relevant to those legal issues
• Understand, describe, and contribute to some of the debates about the role that company law ought to play in regulating corporate entities;

Key Skills:

• Understanding of complex materials
• Ability to describe accurately and comprehensibly the arguments and analysis of other commentators
• Ability to critically evaluate the arguments of others

• The lecture will introduce the subject and convey basic information about the module. Seminar sheets will be distributed, identifying the scope of the different seminar topics, the reading students must undertake for them, and the questions must attempt to answer prior to attendance at each seminar. In seminars themselves, students will have the opportunity to test, and to develop, their own understandings and knowledge of the materials presented in lectures/private study.
• The assessment will take the form of essays. The formative assessment will give students an opportunity both (1) to test whether they are acquiring the subject knowledge, and the skills, identified above; and (2) to practice writing the sort of essay that will be expected for the summative. The summative essay will then test whether students have acquired the subject knowledge and skills set out above.

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