SOAS University of London

School of Finance and Management

Legal Aspects Of Corporate Finance

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Term 1

This course provides an understanding of the essential elements of company law, with a special attention to corporate finance issues. It complements the finance module, Corporate Finance, together giving the student a comprehensive and coherent appreciation of the financial and legal aspects of the subject. The course offers an understanding of how the agency problems between shareholders and creditors and between majority and minority shareholders are addressed by the law; it includes, among other topics: capital structure, dividends, limits to concealed distribution, reduction of capital and share buy-back, the solvency test and the European debate on the legal capital, shareholders rights, financial assistance, issue of shares and of debentures, takeovers and the market for corporate control. The module is based on English law, with reference to the harmonization effort of European Union law, to the law of other jurisdictions, and to international practice. English law provides a good vehicle through which the principles can be taught, it is the basis for the law and practice of many other jurisdictions, and it is a good example of the Western model to which many Middle East, Asian and African jurisdictions look or which are imposed on such jurisdictions.

Objectives and learning outcomes of the course

The main objectives of the course are:

  • To provide a grounding in the legal issues of corporate finance
  • To provide an understanding of the national and international legal practice issues relating to corporate finance


By the end of the course students will:

  • Have a sound knowledge of the main principles of company law and of the legal aspects of corporate finance
  • Have an appreciation of a comparative law approach on the main policy issues related to corporate finance

Method of assessment

Assessment for this course is by one tutorial presentation at 10%; an essay of 4,000 words at 30%; an unseen written examination at 60% of the total grade; all elements except the presentation may be resubmitted

Suggested reading



Selected chapters from:

  • Paul L Davies & Sarah Worthington: Gower and Davies: The Principles of Modern Company Law (Sweet & Maxwell, London, 9th edition, 2012)
  • Reinier Kraakman et al.: The anatomy of corporate law (OUP Oxford, 2nd edition, 2009)
  • Len Sealy & Sarah Worthington: Sealy’s Cases and materials in company law (OUP Oxford, 9th edition, 2010)

As an alternative to Davies’ book, students can use the following book, which is very detailed and constantly updated on-line:

  • Mayson, French and Ryan on Company Law (OUP Oxford, 32nd edition, 2015-2016) 


Other reference books

  • RM Goode; Principles of Corporate Insolvency Law (Sweet & Maxwell London, 4th edition, 2011)
  • Eilis Ferran - Look Chan Ho; Principles of corporate finance law (OUP Oxford, 2nd edition, 2013)
  • David Kershaw, Company law in context (OUP Oxford, 2nd edition 2012)



Important notice regarding changes to programmes and modules