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#19672 - 0. Company Law Introduction And Table Of Contents - Company Law

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SECTION 1

INTRODUCTION

TABLE OF CONTENTS

S/N TOPIC Page no.
1

Companies; corporate personality, formation

and “piercing the corporate veil”

5
2

Directors, shareholders and the balance of

powers

35
3 Directors: duties 48
4 Directors: enforcement of duties 113
5 Shareholders’ rights and minority protection 148
6 Corporate governance in larger companies 191
7

The company’s dealings with outsiders:

the authority of its agents

217

Legend:

All writing in red or blue are information that are either:

  1. said in lectures;

  2. taken from textbooks; or

  3. to supplement my own understanding of the area of law.

Reading:

(1) Textbooks:

Our primary recommendation is:

  • Alan Dignam and John Lowry, Company Law, (Oxford University Press, 12th Edition, 2022): concise and generally well-written text.

If sometimes you feel Dignam and Lowry is a bit too brief, then we’d recommend looking at the relevant chapters in the following, more substantial, textbook:

  • Brenda Hannigan, Company Law (OUP, 6th Ed, 2021)

For those who like to use a case-book, our recommendation is:

  • Sarah Worthington, Sealy and Worthington's Text, Cases and Materials in Company law(OUP, 11th Edition, 2016)

Each of the above is available from the library electronically, via Law Trove.

(2) Statutes

We recommend Blackstone’s Statutes on Company law (Oxford University Press, 26th Edition, 2022). But remember, the exam is open book, and you can use any statute book you want.

(3) Journals

Besides the main law journals (MLR, OJLS, Cambridge LJ, Legal Studies etc), which all carry company law articles, there are some specialist company law journals whose latest editions you ought to keep an eye on:

Journal of Corporate Law Studies

The main academic company law journal.

The Company Lawyer: shorter articles, with a mix of academic and more practitioner-focused pieces.

available via Westlaw

https://library.dur.ac.uk/search/?searchtype=t&searcharg=The+company+lawyer&searchscope=5&submit.source=cmsejournals&submit.x=0&submit.y=0

Journal of Business Law: mostly academic articles/notes, but not restricted to company law;

available via Westlaw

https://library.dur.ac.uk/search/?searchtype=t&searcharg=Journal+of+Business+law&searchscope=5&submit.source=cmsejournals&submit.x=0&submit.y=0

Corporate Governance: An International Review (available electronically):

Mostly academic articles – often relatively short by law articles standards; authors come from a range of disciplines (management, economics, organisational theorists etc);

Company law Newsletter (From Sweet and Maxwell: available electronically, via Westlaw):

https://library.dur.ac.uk/search/?searchtype=Y&searcharg=company+law+newsletter&searchscope=1&submit.x=15&submit.y=7

This is a useful publication that provides some excellent short articles (anything by David Milman is always high quality), and a news service, all focused on current developments.

(4) Newspapers:

To understand the business environment in which companies operate, you’ll find it useful to get into the habit of reading the financial pages of one of the ‘broadsheets’. These give a flavour of the behaviour of larger companies, and those who run them, together with some useful comment on some of the contemporary issues affecting companies and business generally.

(5) Websites:

Useful to consult

  1. The Department for Business, Energy & Industrial Strategy– BEIS - is the Government Dept. with responsibility for overseeing company law in the UK. It’s past/current projects relating to company law can be found at: https://gov.uk/government/policies/company-law-reform

  2. Robert Goddard’s blog, Corporate Law and Governance, provides a wealth of information on current developments from around the world: http://corporatelawandgovernance.blogspot.co.uk/

  3. The Guardian’s online website is useful; although not restricted to ‘company law’, it does give a general...

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