Company Law

UCL 2022-23 Lecture notes: Intro to company law, covering: the definition of a company, the purpose of a company, roles of company law, sources of company law, and the development of the Companies Act 2006. Outlines the UCL company law syllabus 2022-23.

UCL 2022-23 Lecture notes on Corporate Constitution: covering the Bibery Act 2010, Memorandum of Association (ultra vires doctrine, etc.), defining the corporate constitution and theory, and principles and statutory law in members' enforcement against the company

UCL 2022-23 Lecture notes: Corporate theories, covering: internal and external corporate power, the implications and role of corporate theory (normative and positive), contractarianism (history, definition, theory, arguments, and counterarguments), and stakeholder theory (history, definition, theory, arguments, and counterarguments). Includes secondary sources in notes. Helpful to getting a first class in company law.

UCL 2022-23 Lecture notes on debentures, covering: the definition and context of debentures, role of debentures in corporate finance, fixed and floating charges and their role in debentures, priority and registration of charges in a company law context, book debts in relation to floating charges Cases covered: Siebe Gorman v Barclays, Re Brumark, Re Spectrum Pkus, Re Keenan Bros

Comprehensive and complete lecture notes on all directors' duties under the Companies Act 2006. Referenced in writing first-class company law coursework. Covers theories, arguments, and controversies of Companies Act 2006 director's duties, as well as other more niche points of "sleeping directors", some corporate theories, and duties in relation to other types of transactions (quasi-loans and credit, substantial property transaction, non-cash assets, etc.)

UCL 2022-23 Lecture notes: Share capital and maintenance, covering: mischief in the maintenance doctrine, rules dictating share capital maintenance under the Companies Act, and distributions and dividends. Provides guiding questions for assessing the maintenance doctrine's relevance. Includes a short list of helpful secondary sources.

Includes a list of secondary sources on the nature of the firm and company formation. Covers different views of the firm as organising economic activity, forms of business enterprise, company formation (LLPs, limited by guarantee, limited by shares, public vs. private companies), and more.

UCL 2022-23 Lecture notes: piercing the corporate veil, covering: Salomon v Salomon, theories of veil piercing (agency, sham or facade, evasion of existing legal obligations, assumptions of personal responsibility, single economic units, interests of justice), and more. Contains casenotes on fundamental corporate veil cases including: Prest v Petrodel, VTB v Nutritek, DHN v Tower Hamlets, and more. Lecture notes polished for essay writing.

Outlines the circumstances in which companies have separate legal personalities vs. circumstances where they do not. Covers case summaries on key cases on separate legal personality, a critical look at Salomon v Salomon, the consequences of separate legal personalities, the creation of limited liability, arguments for and against limited liability, and group vs. subsidiary interests of the company.

UCL 2022-23 Lecture notes: minority shareholder action (3-lecture document) covering minority shareholder rights and shareholder litigation, and their legal, statutory, and practical limitations. Explores definitions and theories of control and fraud. Outlines the process of bringing a derivative claim against a company. Cites secondary sources for helpful reference.