Company Law Summary

Lecture
If you have any questions, you
may jot them down on a piece of
paper and have it passed to the
front…
3 things…..

 Review of assignment
 Course summary and overview
 Examination briefing
Assignment Review
 Generally, 
 Key issues in part (a)
– Appointment of XS as main contractors:
 Acting in the best interest of the company (minor
issue)
 Acting with due care and diligence (common law and
s157)
 Potential conflict of interest

– Intention to ‘pass on information’

 Duty to act in the interest of the company and not to
misuse corporate information
 Discussion of sections 157(2) and 158
Assignment Review

 Key issues in part (b)

– section 157
– sections 162 & 163
 whether or not Leo is a shadow director
Problem areas (Similar to what
often happens in exams)
 ‘Category 1’ – may result in student not
doing well:
– not discussing the law fully
 eg discussing section 156 without discussing how the
section interacts with the common law rules on
disclosure and the company’s memorandum and
articles
– not applying the law adequately to the facts
 eg discussion of relevant directors duties without
sufficiently indicating how these apply to the given
facts
Problem areas
 ‘Category 2’ – Will result in poor grades for the
question
– complete failure to apply law to the facts
 eg summary of all directors duties from notes / textbook with
little or no reference to given facts

– failure to adequately pay attention to the facts and what

the question is asking
 eg advise in relation to Leo’s “intentions”
 eg part (b) :”statutory duties”

– not understanding the law / applying wrong legal principle

 eg not understanding s162 and 163 and the difference or
how they apply
Quick Recap of the course
…
 Objectives:
– First, we aim to provide students with working
knowledge of the procedural and substantive law
governing key aspects of companies
– Secondly, we study the impact of the law on the
relationships that exist between corporations
and their stakeholders as well as between
different stakeholder groups.
 Quick Recap …
 Memorandum and Articles
•Powers of the board
•Corporate contracting and
Operations
Indoor management rule

 Company Management Members decision

making

Obligations
 Company as a
& Directors and separate entity Members’ remedies
directors’ duties Minority rights

Funding
Debt , & 11Corporate Equity
Finance

Winding-up / Private workout Winding-up and

Liquidation s210 Scheme corporate rescue
Judicial Management
Examinations…

 Format:
– 4 Compulsory questions;
– total of 8 parts
– 7, 10, 10, 10, 15, 15, 15, 18
– combination of ‘hypothetical’ type
questions and essay type questions
Topics…
 Everything covered in readings, lectures and
tutorials
 Except:
– directors’ statutory duties
– promoters and pre-incorporation contracts
 Table A will not be provided. Please bring your own
copy
– you are encouraged to read the whole of Table A as part
of the course.
– the main parts that you should be familiar with relate to
topics covered (ie share capital; meetings; directors)
especially those specifically mentioned in lectures.
Recap…
 Lecture 1 – Introduction (definitions) and
nature of a company (separate entity)
 Lecture 2 – M&A; Meetings
 Lecture 3 – Division of powers; corporate
contracting; Indoor management
(Turquand’s) rule; Shareholder action;
Statutory derivative action; Remedies for
oppression; Winding-up on just and
equitable grounds
 Lecture 4 & 5 – Directors and directors’
duties
Recap (cont’d)…
 Lecture 6 – Corporate Finance, Class rights,
Corporate Control and Interests in shares
 Lecture 7 – Capital maintenance; Alteration /
Reduction of capital; Return of capital (Share
buybacks / RPS); Prohibited conduct in relation to
capital
 Lecture 8 – Secured debt and receivership
 Lecture 9 – Winding-up / Insolvent liquidation /
Preferences
 Lecture 10 – Corporate rescue / section 210 /
Judicial management
 Lecture 11 – Securities markets / Going public /
Insider Trading
FAQ …

 Do we need to cite cases?

– Yes, if the principle of law uses the case
name (eg Turquand’s rule; the rule in
Foss v Harbottle)
– Otherwise, only cases covered in lectures
and only where you think that the
principle illustrated by the case is relevant
FAQ…

 So many sections!!!! Must we remember

all???
– focus on those that are discussed extensively in
lectures / tutorials (particularly those mentioned
specifically in lectures) (CA; BA + CA
regulations; SFA)
– citing the section number is preferred but what
is essential is getting the principle / procedure
right (ie not fatal if you get the wrong number).
– no need to copy the section word for word…
Q&A
Best Wishes!!!