Company Law Notes (Comprehensive)

Description

Includes lecture and class notes, all readings prescribed in the Lipton book (yes I read over 300 pages worth of material...). Achieved a distinction throughout the semester and then attained a high distinction by boosting my grade in the exam with these notes. MODULE 3: CORPORATIONS LAW IN CONTEXT What is a company Difference between a company and a partnership Sources of rules that regulate companies Regulatory bodies MODULE 4.1: REGISTRATION, LIMITED LIABILITY, CORPORATE GROUPS, PIERCING THE VEIL Registration Effects of registration (corporate powers) Company as a separate legal entity has its own legal existence Limited Liability: shareholders and directors not liable for company debts Corporate groups holding and subsidiary companies Piercing the corporate veil MODULE 4.2: ORGANIC THEORY, TORT/CRIMINAL LIABILITY AND CONTRACTING Organic theory Criminal and tort liability Irregularities when contracting MODULE 4.3: FUNDRAISING Disclosure provisions Nature of shares Classes of shares Vary or cancelling class rights Share capital Distinction between share capital and loan capital MODULE 5: DIRECTORS DUTIES BOARD OF DIRECTORS Board of directors Appointment of directors Powers of the board Board procedure Disqualification Removal of director Shareholder meetings Resolutions FIDUCIARY DUTIES Fiduciary relationships Duty of good faith and proper purpose Cannot fetter discretion Duty to avoid undisclosed conflict of interest Act with due care and diligence/skill Prevent insolvent trading CONSEQUENCES FOR BREACH General consequences Exoneration (absolving from blame) and relief for breach of duty Member’s remedies