SCHOOL OF LAW

Year 2022/23 Term 1

LGST201 COMPANY LAW

Instructor: Stephen Bull

Associate Professor of Law (Practice)

Tel: 6828 0714

Email: stephenbull@smu.edu.sg
Office: YPHSL Room 4.20

COURSE DESCRIPTION

Should I wish to start a business, what legal structures are available to me? How do I select a
legal structure that suits my needs? What is a company? What are its rights and liabilities?
What does it mean to say that the company is a separate legal person? Who are directors and
what are his responsibilities? Who are shareholders and what are their rights and
vulnerabilities? What happens when the company’s business fails?

The corporate form, as a basic legal structure for the operation and conduct of businesses,
pervades the commercial world. This is however no indication that the company is a simple
structure. On the contrary, because it is effectively a web of different interests, rights and
obligations, the company is a highly complex structure. As such, the corporate form is
fittingly the most regulated of all business entities.

On completing this course, the student should have a basic understanding of –

 the concept and implications of the company as a separate legal entity;
 the legal framework within which company operates;
 the different interest groups within the corporate framework; and the dynamics of ma-
jority control and minority shareholder rights;
 the legal duties and responsibilities expected of management;
 how a company transacts with third parties;
 how a company issues and maintains its share capital; and
 how a company ceases or restructures its business.

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PREREQUISITES

LGST 101 Business Law or LAW101 Contract Law 1 and LAW102 Contract Law 2

RECOMMENDED TEXTS AND READINGS

RECOMMENDED TEXTS

 V Yeo & J Lee, Commercial Applications of Company Law in Singapore, 6th ed (CCH,
2018) (preferred), or
 Pearlie Koh, Company Law, 3rd ed (LexisNexis, Singapore, 2017)

SUPPLEMENTARY REFERENCE TEXTS

Students may find it helpful occasionally to look at particular issues in more detail. The
following is a non-exhaustive list of student textbooks on areas relevant to the course. It
is not necessary to buy any of these texts which are available in Course Reserve in the
Library.

Textbooks
 Hans Tjio, Pearlie Koh and Lee Pey Woan, Corporate Law (Academy Publishing,
Singapore, 2015) [NB: Written for law students so more detailed than generally
required for LGST201].
 CH Tan (gen ed), Walter Woon on Company Law, Revised 3rd ed (Thomson Sweet &
Maxwell Asia, 2009) [NB: A leading SG text, but very detailed and rather out of
date]
 Brenda Hannigan, Company Law, 6th ed (OUP, 2021) [NB: A UK text].
 Stephen Griffin, Company Law: Fundamental Principles, 4th ed (Pearson Longman,
2006) [NB: A UK text. Not up to date, but good on basic principles].

LOCAL LEGISLATION AND CASES

Students will also need to download relevant Singapore legislation from online databases
such as LawNet or Singapore Statutes Online as the course progresses. The main
legislation for the course is (i) the Companies Act 1967 and (ii) the Insolvency,
Restructuring and Dissolution Act 2018.

No hardcopy of this legislation will be provided for the mid-term or final exams. It is the
student’s responsibility to obtain a copy of relevant parts of the legislation for exam
purposes.

COURSE METHOD

The course will be conducted in seminar sessions of 3 hours each (plus a 15 minute
break) per week. A detailed outline of each seminar, together with the requisite reading
instructions and materials will be posted in eLearn before each class. There are 12

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teaching weeks (weeks 1-7; weeks 9-13) followed by one student revision week in week
14. Recess week is in week 8. The final exam is in week 15/week 16.

In light of the COVID-19 pandemic, students will be notified before the course
starts whether the mode of teaching will be on-campus, online or a mixture of these.

ASSESSMENT

Class Participation - 10%

Group Assignment - 20% (ie, 20% for the written assignment (combined grade)
Mid-term Test - 20%
Final Examination - 50%
TOTAL - 100%
Note: these allocations are subject to confirmation at the start of the course.

Class Participation

You will be assessed on your participation in class throughout the course. Generally,
students are expected to participate spontaneously without being prompted. Although
more credit will generally be given to the content (as opposed to the frequency) of the
participation, you should not worry unduly about giving the ‘right’ answer or about
asking the ‘good’ question. Instead, you should acquire the habit of preparing well for
classes, and raise whatever genuine questions or comments that come to your mind. A
fruitful and stimulating discussion is more likely to ensue, if the students have given
thought to the subject matter, and are able to share with the class a diversity of views.
Class participation comprises 10% of the final grade.

Group Assignment

Students will be grouped into teams of 3 to 6 persons each (depending on class numbers).
Assignments typically take the form of hypothetical problems. The assignment will
require students to study and present, in written form, the group’s analysis of and views
on the legal issues arising from the hypothetical situation. Students are also required to
make an oral presentation in class of their analysis and views on such a problem. The
assignments will be graded in the proportion of 20% for written assignment (common
grade unless there is substantial disparity in individual contribution to group work). The
oral presentation in class will not be separately graded.

Students will in general be able to form their own teams if they so wish. However, to
keep group numbers as even as possible it may occasionally be necessary to re-allocate a
few students to another group. Generally, topics are given out about 1.5 weeks before the
due date.

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Mid-term Test

A mid-term test will be held prior to the Recess Week. It is likely to be a 1 ¼ hour open-
book test consisting of one or two questions in the form of hypothetical problems (or,
more rarely, essay questions). The mid-term test mark will comprise 20% of the final
grade. More details will be given closer to the time.

Final Examination

The final examination is typically a 2-hour open-book paper comprising hypothetical

problem (and occasionally essay) questions. The final examination will comprise 50% of
the final grade. The tentatively scheduled date is [xx] November 2022.

ACADEMIC INTEGRITY

All acts of academic dishonesty (including, but not limited to, plagiarism, cheating,
fabrication, facilitation of acts of academic dishonesty by others, unauthorized possession
of exam questions,  or tampering with the academic work of other students) are serious
offences.

All work (whether oral or written) submitted for purposes of assessment must be the
student’s own work.  Penalties for violation of the policy range from zero marks for the
component assessment to expulsion, depending on the nature of the offence.

As a reminder on how to avoid plagiarism, students are encouraged to refer to this

Library guide at: https://library.smu.edu.sg/elearn

When in doubt, students should consult the instructor of the course.  Details on the SMU
Code of Academic Integrity may be accessed at 
http://oasis.smu.edu.sg/Documents/Downloads/DOS-WKLSWC/code_of_academic_inte
grity.pdf#search=ACADEMIC%20INTEGRITY

ACCESSIBILITY

SMU strives to make learning experiences accessible for all. If you anticipate or
experience physical or academic barriers due to disability, please let me know
immediately. You are also welcome to contact the university's disability services team if
you have questions or concerns about academic provisions: included@smu.edu.sg.

Please be aware that the accessible tables in our seminar room should remain available
for students who require them.

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OTHER IMPORTANT RULES AND CLASS ETIQUETTE

 Under SMU rules, class attendance is mandatory:

o Absence without cause will be penalised.
o Prolonged or repeated absence may disqualify student from taking the final
examination.
o Unsatisfactory attendance may also lead to rejection of I-grade applications.
 A student will not be excused from tests except with a medical certificate from a
registered medical doctor stating that he/she is unfit to sit for the test.
 Punctuality is respectful and expected.
 No proceeding in class may be recorded visually or aurally without the prior consent
of the person who is the subject of the recording. 

CLASS SCHEDULE

Week Seminar Topic

1 1 INTRODUCTION TO THE COMPANY

1.1 Introducing the company
 definition
 context
 characteristics
 consequences of incorporation
1.2 Types of companies
1.3 Corporate groups
1.4 Company promotion
1.5 Comparison with other forms of business organisation

2 2 CONSTITUTION
2.1 Corporate constitution
 Functions and significance
 Scope & effect
2.2 Alteration of constitution
2.3 Restraints on alteration

3 3 OWNERSHIP
3.1 Shareholding
 Share capital
 Classes of shares
 Class rights
3.2 Membership
 Incidents

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 Week Seminar Topic
4 4 MANAGING THE COMPANY
4.1 How a company operates
 Company organs
 Division of powers
4.2 The General Meeting
4.3 The Board of Directors
 Categories of directors
 Non-directorial officers
 Appointment, tenure and remuneration
 Qualifications, appointments, removal and
remuneration
 Financial transactions with directors
4.4 Decision-making process
 General meeting
 Board of directors

5 5 DIRECTORS’ DUTIES
5.1 Issue of scope
 Statutory and common law duties
 To whom are duties owed?
 Different stakeholders
5.2 General equitable duties
 Duty of good faith
 Duty to act for proper purposes
5.3 Fiduciary Duties
 No-conflict, no-profit rules
5.4 Duties of care, skill and diligence

6 6 SHAREHOLDER REMEDIES (I)

6.1 Corporate actions
6.2 Shareholder actions
 Derivative actions at common law
 Statutory derivative actions

7 7 SHAREHOLDER REMEDIES (II)

6.1 “Oppression” remedy
 Test for oppression
 Remedies
 Oppression and derivative actions
6.2 Just and equitable winding up

8 - MID-TERM RECESS WEEK

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 9 8 CORPORATE CONTRACTING
7.1 Corporate capacity
 Ultra vires
 Statutory reform
7.2 Company organs and agents
 Agency principles
 Doctrine of constructive notice
 Statutory protection for counterparties and indoor
management rule

10 9 SHARE CAPITAL – MAINTENANCE AND REDUCTION

8.1 Maintenance of capital rule
8.2 Share buy-backs and treasury shares
8.3 Redeemable shares
8.4 Authorised capital reductions
8.5 Financial assistance for the purchase of own shares
8.6 Dividends

11 10 DEBT CAPITAL AND SECURITY

9.1 Sources of finance
9.2 Loans and debentures
 ability to borrow
 security for loans
9.3 Charges
 fixed & floating charges
 priorities
 receivership

12 11 LIQUIDATION
11.1 Objectives of liquidation
11.2 Winding up
 Types
 Collection of assets
 Voidable transactions
 Distribution of assets

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 13 12 ALTERNATIVES TO LIQUIDATION: RESTRUCTURING
12.1 Schemes of arrangement
12.2 Judicial management
 Procedure
 Legal issues

14 - REVISION WEEK (NO SEMINAR)

15 - FINAL EXAMINATION (SCHEDULED FOR [XX] NOVEMBER

2022)

Note: The above schedule may be amended from time to time.

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