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Current Developments in Company Law

CML4604F Current Developments in Company Law

NQF credits: 9 at HEQSF level 8

Final Level, half course, first semester, two lectures per week.

Course co-ordinator:
Professor R Williams

Entrance requirements:
All Preliminary and Intermediate Level courses to have been completed.

Course outline:
The background to the enactment of the Companies Act 2008 (including a general desiderata of a modern Companies Act); the perceived weaknesses of the Companies Act 1973; the objectives of the Act and purposive interpretation; legal personality, including issues of capacity - RF companies - the consequences that ensure where a company's memorandum of incorporation contains restrictive conditions - the consequences for outsiders who transact with an RF company; the scope for tailoring the structure of a company and its governance to the specific needs of its incorporators - alterable provisions and unalterable provisions of the Act - rules of the company - shareholders' agreements; directors - the nature of the office - the conceptual basis of the office and fundamental concepts underlying the common-law and statutory duties and liabilities of directors; enforcement and remedies; representation of the company - issues of authority - the Turquand Rule; corporate governance - the inter-relationship between the board of directors and the shareholder meeting; corporate finance; fundamental transactions, and business rescue and compromise with creditors.

DP requirements:

Research paper (5000 words) 100%