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Current Developments in Company Law

CML4604F   CURRENT DEVELOPMENTS IN COMPANY LAW

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

9 NQF credits at HEQSF level 8

Convener: TBA

Course  entry  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: None

Assessment: Research paper (5000 words) 100%