Books and materials Leading text • Dignam & Lowry, Company Law, 5th edition (2009)* ** • Hicks & Goo’s Cases and Materials on Company Law, 7th edition 2011** • Mayson, French and Ryan on Company Law, 26th edition (2010) • Bourne on Company Law, 5th edition * Dignam & Lowry, Company Law, 6th edition (2012) may be published August 2012 ** These books will be used as the module readers Additional reading: The latest editions of: • Gower and Davies’ Principles of Modern Company Law, Even if you do not purchase a copy of this book it is highly recommended that you read this comprehensive coverage of modern company law. • Company Law by Hannigan. This is a substantive company law textbook but …show more content…
et al The Anatomy of Corporate Law, OUP 2004 Fansworth, K. Corporate Power and Social Policy in a Global Economy: British Welfare under the Influence, Bristol, Policy Press 2004 Hopt, K.J. and Wymeersch, E. Capital Markets and Company Law, OUP, 2003 Dow, G.K. Governing the Firm: Workers’ Control in Theory and Practice, Cambridge University Press 2003 Macmillan, F., “International Corporate Law Annual” (2003) Vol 2 2002 Roe, Mark J., “Political determinants of corporate governance” (2003) HN 1500.R6 De Lacy, J., “The reform of United Kingdom company law” (2002) Keenan, Denis, “Business law” (2002) Sugarman, D and Andenas, M. Developments in European Company Law, 2000 Parkinson, J. et al (eds) The Political Economy of the Company 2000 Hart Publishing HV 1200 P6 R. Dore Stock Market Capitalism: Welfare Capitalism. Japan and Germany versus the Anglo-Saxons (2000) HN5208.4.D6 R. Grantham & C. Rickett (eds.) Corporate Personality in the Twentieth Century (1998) KN261.C6 Gobert, J. and Punch, M. Rethinking Corporate Crime, Lexis Nexis 2003 D. Milman (ed.) Regulating Enterprise: Law and Business Organisation in the UK (1999) KN250.R3 – 2 copies in library, including one in SRC BAK Rider (ed.) The Corporate Dimension (1998) KN261.C6 (SRC) BAK Rider (ed.) The Realm of Company Law (1998) KN250.R3 SRC Macmillan (ed) Perspectives on Company Law:2 Kluwer 1997 KN 261.P3 Rider, The Corporate Dimension 1998 Berns, S., and
Mary McDonald, an 86-year-old woman, was frequently complaining about the high cost of maintenance of her house and high property taxes. She decided to cancel her fire insurance to reduce expenses. Mary’s daughter was aware of her mother’s concern about the property, and she took Mary to the lawyer’s office to sign some papers that would protect her mother. When Mary came to the lawyer’s office, she was advised that the paper she was going to sign was the deed to the property. Mary signed a document. Later on, when the municipal tax bill arrived, Mary McDonald was really surprised to see that the property was in her daughter’s name.
Corporate governance in itself has no single definition but common principles which it should follow. For example in 1994 the most agreed term for corporate governance was “the process of supervision and control intended to ensure that the company’s management acts in accordance with the interest of shareholders” (Parkinson, 1994)1. Corporate governance code is not a direct set of rules but a self-regulated framework which businesses choose to follow. This code has continued to change in the past 20 years in accordance with what is happening in the business world. For example the Enron scandal caused reform in corporate governance with the Higgs Report which corrected the issues which were necessary. Although it does not quickly fix problems, it gives a better framework to
This essay will explain the concepts of separate personality and limited liability and their significance in company law. The principle of separate personality is defined in the Companies Act 2006(CA) ; “subscribers to the memorandum, together with such other persons as may from time to time become members of the company are a body corporate by the name contained in memorandum.” This essentially means that a company is a separate legal personality to its members and therefore can itself be sued and enter into contracts. This theory was birthed into company law through the case of Salomon v Salomon and Co LTD 1872. This case involved a company entering liquidation and the unsecured creditors not being able to claim assets to compensate them. The issue in this case was whether Mr Salomon owed the money or the company did. In the end, the House of Lords held that the company was not an agent of Mr Salomon and so the debts were that of the company thus creating the “corporate Veil” .
2 This is an OPEN book examination. You can only use your prescribed text book and the Corporations Act 2001. No other materials are allowed.
40. Principle of Law: In this case, Esposito hired Excel Construction Company to repair a porch roof. All terms of the agreement were specified in a written contract. And the dispute occurred when Excel had repaired the rear porch roof because in the agreement failed to specify whether it was the front or rear porch that needed repair. Under civil law, two parties here had signed a civil contract in writing. Because the contract failed to specify clearly front or rear porch roof, Excel completed its obligation and didn’t break the contract.
Qn 1: Whether James can hold the Happy Holiday Hotel for the loss of his property under the common law?
A dealer sold a new car to Raymond Smith. The sales contract contained language expressly disclaiming liability for personal injuries caused as a result of defects in the car and limiting the remedy for breach of warranty to repair or replacement of the defective part. One month after purchasing the auto, Smith was seriously injured when the car veered off the road and into a ditch as a result of a defect in the steering mechanism of the car.
1. Identify the ethical, strategic, operational, and financial issues in this scenario and list them in priority order from most to least critical.
Learning Objective 1.2 ~ discuss the different types of companies which may be formed under the Corporations Act 2001
Consider issues raised by the article involving the complexity of litigation and the make-up of juries. What is the nature of some of the complex lawsuits at issue today? Do you believe that our current jury system is sufficient to handle emerging complex issues?
▪ Discuss the facts of the case study. What facts are in dispute? What facts are agreed?
Mrs. Turner has decided to start her own business running a private day nursery. It is
Blowfield, M. and Murray, A. (2011) ‘Introducing corporate responsibility’, (2nd edition) corporate responsibility. Oxford: Oxford university press, pp.3-25
This act modified the methods for many different subjects, such as financial and non-financial reporting, company communications with shareholders, and the responsibilities of company heads. The main role of the Act is to get managers to act in the best interests of shareholders. It additionally requires managers to think about the long-term effects of decisions; the welfares of the business’s staff; the business’s connections alongside suppliers, clients, and others; and the impression of the company’s procedures on the surrounding area. The Company Law Review Group was established by the government in 1998 in order to contemplate ways to modernize company law. The Company Law Review guidelines were the starting point for the modifications suggested by the Company Law Reform White Paper released in 2005. Then the White Paper proposals turned into an outline for a Bill, which then finally received official approval and passed in 2006, (companieshouse.gov.uk, 2014).
Corporation origin from the Latin word Corpus which means body. It is formed by a group of people and has separate rights and liability from those individual. In any means, corporation exists independently from its owner and this principle is called the doctrine of separate personality. Doctrine of separate personality is the basic and fundamental principle in a Company Law. This principle outline the legal relationship between company and its members. Company’s assets belong to the company not the shareholders as assets are the equity for creditors. Company must use up all its assets to pay off the creditors if it became insolvent. The same applies to the corporation’s debts. For limited liabilities company, the shareholder liability is limited which means that the shareholder is restricted to the number of shares they paid and not personally liable for the corporation’s debts. If the company does not have enough equity to pay off debts, the creditors cannot come after the shareholders. However, limited liability company can be very powerful when in hands who do fraud and on defeating creditors’ claims. Courts then can ignore the doctrine for exception cases and lifting the corporate veil. Lifting the corporate veil is a situation where courts put aside limited liability and hold a corporation’s shareholders or directors personally liable for the corporation’s debts.