SMU Classification: Restricted

Academic Year 2022/23 Term 2

LAW 201_621 CORPORATE LAW

Instructor: Stephen BULL

Tel: 6828 0714
Email: stephenbull@smu.edu.sg
Office: YPH School of Law, level 4, Room 4020

COURSE DESCRIPTION
Under Singapore law, there are different ways in which businesspeople may organise commercial
activities with a view to maximising operational efficiency and minimising exposure to personal
risk. Most, however, will opt to incorporate a company for the purpose. This is however no indication
that the company is a simple structure. On the contrary, as the company is effectively a web of
different interests, rights and obligations, it is a highly complex structure. As such, the corporate form
is fittingly the most regulated of all business entities. In this course, we will examine how a company
is formed, the consequences of incorporation, how it is managed and controlled, what responsibilities
are visited upon those who exercise control over a company’s assets, how a company transacts with
third parties, and how it raises capital. The course will also expose the student to issues relating to
shareholder rights and to creditor protection mechanisms. In addition, the student will be introduced
to corporate rescue and insolvency laws, as well as to corporate finance.

PRE-REQUISITE/ CO-REQUISITE/ MUTUALLY EXCLUSIVE COURSE(S)

Pre-requisite: LAW101_601 Contract Law 1 OR LGST101 Business Law

Mutually Exclusive: LGST201 Company Law

LEARNING OBJECTIVES
By the end of the course, students should be able to:

• Appreciate and understand the legal rules and principles that govern companies in Singapore;
• Describe the basic rules and concepts of company law;
• Identify and evaluate legal obligations, rights and remedies that arise in a corporate context;
and
• Utilise and apply the relevant statutes in conjunction with common law principles.

RECOMMENDED TEXT AND READINGS

RECOMMENDED TEXTS
1. H Tjio, P Koh & PW Lee, Corporate Law (Academy Publishing, 2015)
2. CH Tan (gen ed), Walter Woon on Company Law, Revised 3rd ed (Thomson Sweet & Maxwell
Asia, 2009).

RECOMMENDED CASE BOOK

1. P Koh, A Casebook on Company Law: Materials and Commentary (LexisNexis, 2021)
2. S Worthington, Sealy & Worthington’s Text, Cases and Materials in Company Law, 12th ed
(Oxford University Press, 2022). Earlier editions are adequate alternatives; OR

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3. A Dignam, Hicks & Goo’s Cases and Materials on Company Law, 7th ed (Oxford University
Press, 2011). Earlier editions are adequate alternatives.

SUPPLEMENTARY REFERENCES
1. Paul L Davies & Sarah Worthington, Gower Principles of Modern Company Law, 11th ed (Sweet
& Maxwell, 2021);
2. Brenda Hannigan, Company Law, 6th ed (Oxford University Press, 2021);
3. Derek French, Mayson, French and Ryan on Company Law, 37th ed (Oxford University Press,
2021);
4. John Birds et al, Boyle & Birds’ Company Law, 10th ed (Jordan Publishing, 2019).

LOCAL LEGISLATION AND CASES

Students will also need to download pertinent Singapore legislation and case law from online databases
such as LawNet as the course progresses. Legislation will include portions of:

Companies Act 1967

Securities and Futures Act 2004
Insolvency, Restructuring and Dissolution Act 2018

ASSESSMENT METHOD

The respective weightage for the likely assessment components is as follows:

Class Participation : 10 %
Group Project : 20 %
Mid-Term Exam : 20 %
Final Exam : 50 %

No questions from past year papers or published test banks will be used verbatim for the graded
continuous assessments and examinations in this course.

Class Participation
You will be assessed on your participation in class throughout the course. This means, as a general
rule, that the more actively you contribute, the higher your grade. To contribute effectively, therefore,
you should complete the relevant assigned reading as well as exercises, if any, prior to attending the
seminar. Quite apart from the grades allotted, active participation by students will create a vibrant and
interactive environment conducive to learning.

Group Assignment
Students will be grouped into teams of 4 to 6 persons each, depending on class size, for the purposes
of the group assignment. 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. Students of the same
group will receive a common grade for the written report unless there is proven and substantial
disparity in individual contribution to group work.

Students are generally free to form their own groupings if they so wish. However, the instructor
retains the discretion to re-allocate students where necessarily to keep group numbers as even as
possible. Generally, topics are given out about 1.5 weeks before the due date.

Mid-term Assignment
A mid-term assignment will be held around the time of the mid-term recess. It is likely to be a 1.5-
hour open-book test consisting of one or two questions in the form of hypothetical problems (or, more
rarely, essay questions). More details will be given closer to the time

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Final Examination
The final examination will be a 3-hour open-book paper comprising problem and/or essay questions.

COURSE METHODS
The course will be conducted in two seminar sessions (comprising a 3-hour session and a 1½ hour
session) per week. A detailed outline of each seminar, together with the requisite reading instructions
and materials will be posted up on eLearn before each class.

APPROXIMATE COURSE SCHEDULE & COVERAGE

Seminar Topics
CORPORATE STRUCTURE
[1] Formation, regulation and corporate personality
• Definitions
• Legislative framework
• Company formation
• Legal personality and effects
• Ignoring the company’s separate legal personality
[2] Corporate constitution
• Contents and the Model Constitution
• Alteration and interpretation of constitution
• Effect and enforcement
• Shareholders’ agreements
1-3
[3] Shares and Membership
• Share capital
• Classes of shares
• Class rights
• Acquiring membership
• Incidents of membership
[4] Company Organisation and Administration
• How a company operates and the allocation of corporate powers
• The General Meeting
• The Board of Directors
• Decision-making process

CORPORATE ACTS AND LIABILITY

• Rules of attribution
• Corporate liability in tort and for crimes
4 • Corporate contracting
o Corporate capacity
o Agency principles and corporate contracting
o Pre-incorporation contracts

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Seminar Topics
CORPORATE GOVERNANCE
[1] Directors’ Duties
• General and fiduciary duties
• Statutory codification
• Specific statutory obligations
• Consequences of breach
5-8 [2] Shareholder Litigation
• The rule in Foss v Harbottle
• The derivative action at common law
• The statutory derivative action in section 216A
[3] Minority Shareholder Protection
• Statutory remedy for oppression
• Just and equitable winding up

CORPORATE FINANCE AND THE CAPITAL MAINTENANCE RULE

[1] Raising capital
• Distinguishing Equity from Debt
• Regulatory requirements under the Securities and Futures Act
[2] Capital Maintenance
9-10 • The Capital Maintenance Doctrine
• Statutorily-permitted capital returns
• Prohibited Financial Assistance
[3] Debt Capital
• Sources of debt finance
• Secured debt
o Charges, registration and priorities

CORPORATE LIQUIDATION, FAILURE AND REHABILITATION

[1] Rehabilitation Options and Liquidation Alternatives
11-12 • Schemes of Arrangement
• Judicial Management
[2] Liquidation and Winding Up

Note: The above syllabus/schedule is meant only as a guide and is subject to amendment.

DROPPING A COURSE
Students are reminded to follow the dates and procedures of add/drop modules found in
https://oasis.smu.edu.sg/Pages/RO/All-About-BOSS.aspx#parentHorizontalTab5
UG and JD students need to drop the electives via BOSS unless otherwise instructed by the School for
specific electives (e.g. Moots).

Students who fail to follow the correct procedures and stipulated timelines for dropping their modules
will obtain a “W’ or “F’ grades as indicated on OASIS.
Do note that a “W” and ‘F’ grade is reflected permanently on a student’s transcript.

ACADEMIC INTEGRITY

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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 offense.

When in doubt, students should consult the instructors of the course. Details on the SMU Code of
Academic Integrity may be accessed at https://oasis.smu.edu.sg/Pages/DOS-WKLSWC/UCSC.aspx.

COPYRIGHT NOTICE
Please note that all course materials are meant for personal use only, namely, for the purposes of
teaching, studying and research. You are strictly not permitted to make copies of or print additional
copies or distribute such copies of the course materials or any parts thereof, for commercial gain or
exchange.

For the full copyright notice, please visit: https://smu.sg/Copyright-notice or OASIS -> CAMPUS LIFE
& EXCHANGE -> CONDUCT & DISCIPLINE -> UNIVERSITY COUNCIL OF STUDENT
DISCIPLINE

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.

EMERGENCY PREPAREDNESS FOR TEACHING AND LEARNING (EPTL)

As part of emergency preparedness, instructors may conduct lessons online via either the Zoom or
WebEx platform during the term, to prepare students for online learning. During an actual emergency,
students will be notified to access the Zoom or WebEx platform for their online lessons. The class
schedule will mirror the current face-to-face class timetable unless otherwise stated.

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