COMPANY LAW
LLB
2022-2023
Jonathan Mukwiri Folake Adeyeye Andreas Georgiou
Office Hours: Office Hours: Office Hours:
Thursdays 12noon-2pm Thursdays 12noon-2pm Fridays 2-4pm
In person (room PCL 141) or via In person (room PCL 189) or via In person (room PCL 133) or via
email/Teams email/Teams email/Teams
1
, SECTION 1
INTRODUCTION
(a) Lecture Topics
TOPIC APPROX NO OF
HOURS OF LECTURES
1 Companies; corporate personality, formation 3
and ‘piercing the corporate veil’
2 Directors, shareholders and the balance of 2
powers
3 Directors: duties 5
4 Directors: enforcement of duties 3
5 Shareholders’ rights and minority protection 4
6 Corporate governance in larger companies 3
7 The company’s dealings with outsiders: Optional work-
the authority of its agents through of
problem Q.
(b) Tutorial Topics:
You will have 4 cycles of tutorials, two in Michaelmas and two in Epiphany. The sheets are at the end of this
handbook (section 3). Tutorials will be taken by Jonathan Mukwiri, Folake Adeyeye, and Andreas Georgiou
(c) Formative Essays:
You must do at least one formative essay. There are two to choose from:
A term 1 formative is at the end of tutorial sheet 1 (submission date will be on, or about, Friday 25th November 2022 –
to be confirmed).
A term 2 formative is at end of tutorial sheet 4 (submission date will be on, or about, Friday 17th March 2023 – to be
confirmed).
(d) Exam:
The module is assessed by exam alone. It is an ‘open book’ exam, so the rubric on the exam paper reads: ‘This is an
open book exam. Candidates are permitted to take printed or written materials into the examination, except materials
from Durham University Library or any Durham University College library’
The content of past years’ exam papers reflects the changing content of the module over time. If you want to look at
exam papers that reflect a module content similar to this year’s, avoid exam papers from 2015, 2012, 2009.
2
,(e) Learn Ultra: Discussion board
If you have questions, feel free to raise them on the Learn Ultra Discussion Board. We hope that you will answer each
other’s questions as much as possible, but we’ll monitor the board and we’ll reply to posts if (i) the question is clearly
for one of the teaching team; (ii) if a student has answered but misleadingly; (iii) if no answer after 2 days.
(f) Reading:
(1) Textbooks:
Our primary recommendation is:
Alan Dignam and John Lowry, Company Law, (Oxford University Press, 12th Edition, 2022): concise and
generally well-written text.
If sometimes you feel Dignam and Lowry is a bit too brief, then we’d recommend looking at the relevant chapters in the
following, more substantial, textbook:
Brenda Hannigan, Company Law (OUP, 6th Ed, 2021)
For those who like to use a case-book, our recommendation is:
Sarah Worthington, Sealy and Worthington's Text, Cases and Materials in Company law (OUP, 11th
Edition, 2016)
Each of the above is available from the library electronically, via Law Trove.
(2) Statutes
We recommend Blackstone’s Statutes on Company law (Oxford University Press, 26th Edition, 2022). But remember,
the exam is open book, and you can use any statute book you want.
(3) Journals
Besides the main law journals (MLR, OJLS, Cambridge LJ, Legal Studies etc), which all carry company law articles,
there are some specialist company law journals whose latest editions you ought to keep an eye on:
Journal of Corporate Law Studies
The main academic company law journal.
The Company Lawyer: shorter articles, with a mix of academic and more practitioner-focused pieces.
available via Westlaw
https://library.dur.ac.uk/search/?
searchtype=t&searcharg=The+company+lawyer&searchscope=5&submit.source=cmsejournals&submit.x=0&submit.y
=0
Journal of Business Law: mostly academic articles/notes, but not restricted to company law;
available via Westlaw
3
, https://library.dur.ac.uk/search/?
searchtype=t&searcharg=Journal+of+Business+law&searchscope=5&submit.source=cmsejournals&submit.x=0&submi
t.y=0
Corporate Governance: An International Review (available electronically):
Mostly academic articles – often relatively short by law articles standards; authors come from a range of disciplines
(management, economics, organisational theorists etc);
Company law Newsletter (From Sweet and Maxwell: available electronically, via Westlaw):
https://library.dur.ac.uk/search/?
searchtype=Y&searcharg=company+law+newsletter&searchscope=1&submit.x=15&submit.y=7
This is a useful publication that provides some excellent short articles (anything by David Milman is always high
quality), and a news service, all focused on current developments.
(4) Newspapers:
To understand the business environment in which companies operate, you’ll find it useful to get into the habit of reading
the financial pages of one of the ‘broadsheets’. These give a flavour of the behaviour of larger companies, and those
who run them, together with some useful comment on some of the contemporary issues affecting companies and
business generally.
(5) Websites:
You might find some of the following sites useful to consult:
The Department for Business, Energy & Industrial Strategy– BEIS - is the Government Dept. with responsibility for
overseeing company law in the UK. It’s past/current projects relating to company law can be found at:
https://gov.uk/government/policies/company-law-reform
Robert Goddard’s blog, Corporate Law and Governance, provides a wealth of information on current developments
from around the world:
http://corporatelawandgovernance.blogspot.co.uk/
The Guardian’s online website is useful; although not restricted to ‘company law’, it does give a general (and generally
critical) background to business issues:
http://guardian.co.uk/business
The Financial Times– carries a good selection of company related news items – with an emphasis upon larger
companies (‘Plc’s)
You can access the FT online via the Library: you have to register first, but it’s quick/easy to do so. Go to the following
library page, and look down the list of journals for the FT:
https://www.dur.ac.uk/internal/library/password/resources_passwords/pwordjs/
Companies House – the agency that deals with the incorporation of companies and maintaining ongoing records about
their shareholders, directors, etc.
https://www.gov.uk/government/organisations/companies-house
4
LLB
2022-2023
Jonathan Mukwiri Folake Adeyeye Andreas Georgiou
Office Hours: Office Hours: Office Hours:
Thursdays 12noon-2pm Thursdays 12noon-2pm Fridays 2-4pm
In person (room PCL 141) or via In person (room PCL 189) or via In person (room PCL 133) or via
email/Teams email/Teams email/Teams
1
, SECTION 1
INTRODUCTION
(a) Lecture Topics
TOPIC APPROX NO OF
HOURS OF LECTURES
1 Companies; corporate personality, formation 3
and ‘piercing the corporate veil’
2 Directors, shareholders and the balance of 2
powers
3 Directors: duties 5
4 Directors: enforcement of duties 3
5 Shareholders’ rights and minority protection 4
6 Corporate governance in larger companies 3
7 The company’s dealings with outsiders: Optional work-
the authority of its agents through of
problem Q.
(b) Tutorial Topics:
You will have 4 cycles of tutorials, two in Michaelmas and two in Epiphany. The sheets are at the end of this
handbook (section 3). Tutorials will be taken by Jonathan Mukwiri, Folake Adeyeye, and Andreas Georgiou
(c) Formative Essays:
You must do at least one formative essay. There are two to choose from:
A term 1 formative is at the end of tutorial sheet 1 (submission date will be on, or about, Friday 25th November 2022 –
to be confirmed).
A term 2 formative is at end of tutorial sheet 4 (submission date will be on, or about, Friday 17th March 2023 – to be
confirmed).
(d) Exam:
The module is assessed by exam alone. It is an ‘open book’ exam, so the rubric on the exam paper reads: ‘This is an
open book exam. Candidates are permitted to take printed or written materials into the examination, except materials
from Durham University Library or any Durham University College library’
The content of past years’ exam papers reflects the changing content of the module over time. If you want to look at
exam papers that reflect a module content similar to this year’s, avoid exam papers from 2015, 2012, 2009.
2
,(e) Learn Ultra: Discussion board
If you have questions, feel free to raise them on the Learn Ultra Discussion Board. We hope that you will answer each
other’s questions as much as possible, but we’ll monitor the board and we’ll reply to posts if (i) the question is clearly
for one of the teaching team; (ii) if a student has answered but misleadingly; (iii) if no answer after 2 days.
(f) Reading:
(1) Textbooks:
Our primary recommendation is:
Alan Dignam and John Lowry, Company Law, (Oxford University Press, 12th Edition, 2022): concise and
generally well-written text.
If sometimes you feel Dignam and Lowry is a bit too brief, then we’d recommend looking at the relevant chapters in the
following, more substantial, textbook:
Brenda Hannigan, Company Law (OUP, 6th Ed, 2021)
For those who like to use a case-book, our recommendation is:
Sarah Worthington, Sealy and Worthington's Text, Cases and Materials in Company law (OUP, 11th
Edition, 2016)
Each of the above is available from the library electronically, via Law Trove.
(2) Statutes
We recommend Blackstone’s Statutes on Company law (Oxford University Press, 26th Edition, 2022). But remember,
the exam is open book, and you can use any statute book you want.
(3) Journals
Besides the main law journals (MLR, OJLS, Cambridge LJ, Legal Studies etc), which all carry company law articles,
there are some specialist company law journals whose latest editions you ought to keep an eye on:
Journal of Corporate Law Studies
The main academic company law journal.
The Company Lawyer: shorter articles, with a mix of academic and more practitioner-focused pieces.
available via Westlaw
https://library.dur.ac.uk/search/?
searchtype=t&searcharg=The+company+lawyer&searchscope=5&submit.source=cmsejournals&submit.x=0&submit.y
=0
Journal of Business Law: mostly academic articles/notes, but not restricted to company law;
available via Westlaw
3
, https://library.dur.ac.uk/search/?
searchtype=t&searcharg=Journal+of+Business+law&searchscope=5&submit.source=cmsejournals&submit.x=0&submi
t.y=0
Corporate Governance: An International Review (available electronically):
Mostly academic articles – often relatively short by law articles standards; authors come from a range of disciplines
(management, economics, organisational theorists etc);
Company law Newsletter (From Sweet and Maxwell: available electronically, via Westlaw):
https://library.dur.ac.uk/search/?
searchtype=Y&searcharg=company+law+newsletter&searchscope=1&submit.x=15&submit.y=7
This is a useful publication that provides some excellent short articles (anything by David Milman is always high
quality), and a news service, all focused on current developments.
(4) Newspapers:
To understand the business environment in which companies operate, you’ll find it useful to get into the habit of reading
the financial pages of one of the ‘broadsheets’. These give a flavour of the behaviour of larger companies, and those
who run them, together with some useful comment on some of the contemporary issues affecting companies and
business generally.
(5) Websites:
You might find some of the following sites useful to consult:
The Department for Business, Energy & Industrial Strategy– BEIS - is the Government Dept. with responsibility for
overseeing company law in the UK. It’s past/current projects relating to company law can be found at:
https://gov.uk/government/policies/company-law-reform
Robert Goddard’s blog, Corporate Law and Governance, provides a wealth of information on current developments
from around the world:
http://corporatelawandgovernance.blogspot.co.uk/
The Guardian’s online website is useful; although not restricted to ‘company law’, it does give a general (and generally
critical) background to business issues:
http://guardian.co.uk/business
The Financial Times– carries a good selection of company related news items – with an emphasis upon larger
companies (‘Plc’s)
You can access the FT online via the Library: you have to register first, but it’s quick/easy to do so. Go to the following
library page, and look down the list of journals for the FT:
https://www.dur.ac.uk/internal/library/password/resources_passwords/pwordjs/
Companies House – the agency that deals with the incorporation of companies and maintaining ongoing records about
their shareholders, directors, etc.
https://www.gov.uk/government/organisations/companies-house
4
