Llm 2008-2009 international regulation of companies 1

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  • Overview

The aim of this course is to introduce you to the theoretical issues and practical problems which underlie modern company law in the UK Continental Europe and elsewhere. We begin by looking at the key concept of corporate personality, move on to theoretical issues and then consider the EU Company Law regime. We conclude with a look at Corporate Governance.
By the end of the course you should be able to:

  • Appreciate the concepts of separate corporate personality and limited liability and their implications

  • Appreciate the theoretical issues which underpin modern company law;

  • Discuss how theory may be used to resolve practical problems.

  • Understand the aims of the European Union’s company law harmonisation programme and the obstacles to the progress of this programme;

  • Discuss the issues involved in corporate governance and various systems for dealing with those problems in the US/UK and continental Europe

  • Seminar topics

There will be five seminars in this module as follows:
1) Corporate Personality and Limited Liability

2) Theoretical Issues

3) EU Company Law I

4) EU Company Law II

5) Corporate Governance

  • How the seminars will operate

Reading and input to the Seminars may be allocated after the first Seminar to individuals by agreement or, failing that, arbitrarily. Everyone will be expected to contribute to the discussion in seminars, even where they have not been allocated any particular reading. These are not lectures. You need to prepare and SPEAK. For some tasks you may be placed in sub-groups during the Seminar.
  • Books

You will not be required to purchase any particular textbook to accompany the course. Generally reading for the seminars will be from academic journals available on Westlaw (http://www.westlaw.co.uk/) or in the Library.
If, however, you do wish to purchase a book the following may be useful:

  • Wheeler, A Reader on the Law of the Business Enterprise (Oxford) contains some of the articles which you will be asked to read for the seminars

  • Parkinson, Corporate Power and Responsibility (Oxford)

  • Cheffins, Company Law: Theory Structure and Operation (Oxford)

  • Davies and Gower, Principles of Modern Company Law 8th edn 2008 (Sweet and Maxwell) or

  • Hannigan, Company Law (Butterworths, 2003) these are both textbooks giving a good academic overview of company law, primarily from a UK perspective but Hannigan’s predates the Companies Act 2006 so Gower and Davies is better.

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