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  • Overview

The aim of this course is to introduce you to the theoretical issues and practical problems which underlie modern company law in the UK Continental Europe and elsewhere. We begin by looking at the key concept of corporate personality, move on to theoretical issues and then consider the EU Company Law regime. We conclude with a look at Corporate Governance.

By the end of the course you should be able to:

  • Appreciate the concepts of separate corporate personality and limited liability and their implications
  • Appreciate the theoretical issues which underpin modern company law;
  • Discuss how theory may be used to resolve practical problems.
  • Understand the aims of the European Union's company law harmonisation programme and the obstacles to the progress of this programme;
  • Discuss the issues involved in corporate governance and various systems for dealing with those problems in the US/UK and continental Europe
  • Seminar topics

There will be five seminars in this module as follows:

1) Corporate Personality and Limited Liability

2) Theoretical Issues

3) EU Company Law I

4) EU Company Law II

5) Corporate Governance

  • How the seminars will operate

Reading and input to the Seminars may be allocated after the first Seminar to individuals by agreement or, failing that, arbitrarily. Everyone will be expected to contribute to the discussion in seminars, even where they have not been allocated any particular reading. These are not lectures. You need to prepare and SPEAK. For some tasks you may be placed in sub-groups during the Seminar.

  • Books

You will not be required to purchase any particular textbook to accompany the course. Generally reading for the seminars will be from academic journals available on Westlaw ( or in the Library.

If, however, you do wish to purchase a book the following may be useful:

  • Wheeler, A Reader on the Law of the Business Enterprise (Oxford) contains some of the articles which you will be asked to read for the seminars
  • Parkinson, Corporate Power and Responsibility (Oxford)
  • Cheffins, Company Law: Theory Structure and Operation (Oxford)
  • Davies and Gower, Principles of Modern Company Law 8th edn 2008 (Sweet and Maxwell) or
  • Hannigan, Company Law (Butterworths, 2003) these are both textbooks giving a good academic overview of company law, primarily from a UK perspective but Hannigan's predates the Companies Act 2006 so Gower and Davies is better.
  • Electronic Sources

Westlaw is an excellent tool and gives access to a very wide range of UK EU and US sources - both primary e.g. statutes and cases and secondary e.g. Law Journals (full text on line) and Palmer's Company Law (a very authoritative UK Text). These can be searched electronically and also accessed if you know a title or reference.

The Europa Site ( gives full access to all EU institutions and materials. gets you the relevant UK Government Department for company law matters is the UK Financial services Authority Site - dealing with all financial services regulation, stock exchange listing rules, banking and insurance regulation and is an excellent academic law site for UK and USA. Starting with these sites you should spend many happy hours on the internet researching relevant material and being swamped with information!

The University library will provide much helpful information and instruction on using electronic sources (on paper on their web pages and in person) as well as advising on books and journals held as hard copy. Blackboard has web links designed for this module in the pages for this module.


The library has copies of the following specialist journals:

  1. Company Lawyer (a good journal for keeping up to date with latest developments, often has articles dealing with latest developments in European company law) on Westlaw
  2. Company, Financial and Insolvency, Law Review (primarily useful for academic articles)
  3. Journal of Business Law (some useful articles on company law)
  4. Company Law Newsletter (the best publication for keeping track of recent developments)
  5. Palmer's In Company (again useful for keeping up to date, but less so than Company Law Newsletter)
  6. International Company and Commercial Law Review (has a 'recent developments' section; articles tend not to be academically demanding)
  7. International and Comparative Law Quarterly (has an occasional section on company law developments)


  1. The module is assessed by a paper on a title agreed between each student and the course tutor. The paper must be no more than 5000 words long. Titles from which you can choose will be issued in the second or third Seminar.