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Centre for Financial and Management Studies (CeFiMS)

Legal Aspects of Corporate Finance

Course Code:
C239|C339
Unit value:

Introduction

This course provides an understanding of the essential elements of the legal principles and institutions governing corporate finance at the national and international level. It complements the finance course, Corporate Finance, which together provide a comprehensive and coherent appreciation of the financial and legal aspects of the subject. The teaching is based on English law, with reference to the law of other jurisdictions where relevant.

Resources

Study Guide

You will receive a looseleaf binder containing eight 'course units'. The units are carefully structured to provide the main teaching, defining and exploring the main concepts and issues, locating these within current debate and introducing and linking the further assigned readings. The unit files are also available to download from the Online Study Centre.

Textbooks

Len Sealy and Sarah Worthington (2010) Cases and Materials in Company Law, 9th Edition, Oxford University Press

Derek French, (2010) Blackstone's Statutes on Company Law 2010-2011, 14th Edition, Oxford University Press

Readings

You will receive four Reader volumes, which are a compilation of recently published articles or seminal writings which augment and illustrate the main text.

Online Study Centre

You will have access to the OSC, which is a web-accessed learning environment. Via the OSC, you can communicate with your assigned academic tutor, administrators and other students on the course using discussion forums. The OSC also provides access to the course Study Guide and assignments, as well as a selection of electronic journals available on the University of London Online Library.

Objectives and learning outcomes of the course

When you have completed your study of this course, you will be able to:

  • Outline and discuss the importance of corporate law for the creation of strong securities markets
  • Analyse the concepts of corporate personality and limited liability, the types of companies, the formation of the most important types of companies and key aspects of corporate constitutions
  • Explain and critically discuss the legal components of the financial structure and membership of corporations
  • Examine and discuss the key issues relating to the taxation of corporate profits and their implications for international competition in trade and investment
  • Outline and discuss the division of power between shareholders and directors in the internal governance of corporations and issues of liability relating to the obligations and rights of those – often competing – groups
  • Critically assess the legal aspects of corporations’ attempts to raise finance from the public
  • Outline and discuss important legal and regulatory developments relating to takeovers and mergers against the background of general corporate law

Scope and syllabus

Course Units
Unit 1: Incorporation and the Corporate Constitution
  • 1.1 Introduction
  • 1.2 Corporate Personality and Limited Liability
  • 1.3 Types of Company
  • 1.4 How a Company Is Formed
  • 1.5 A Company’s Constitution
  • 1.6 Corporate Capacity
  • 1.7 Articles of Association
  • 1.8 How a Company Acts
  • 1.9 Groups of Companies
  • 1.10 Concluding Remarks
Unit 2: Financial Structure and Membership
  • 2.1 The Concept of Capital and the Financing of Companies
  • 2.2 Share Capital
  • 2.3 Capital Maintenance
  • 2.4 Prohibition on Financial Assistance
  • 2.5 Profit Distributions
  • 2.6 Different Classes of Shares
  • 2.7 Legal Incidents of Membership (Ownership of Shares)
  • 2.8 Transfer of Shares
  • 2.9 Debt Capital-Debentures
  • 2.10 Concluding Remarks
Unit 3: The Taxation of Companies
  • 3.1 Background issues
  • 3.2 UK Corporation Tax
  • 3.3 Cross-border Taxation
  • 3.4 Conclusion
Unit 4: Corporate Governance
  • 4.1 Division of Power between Shareholders and Directors
  • 4.2 Directors
  • 4.3 Directors’ Meetings
  • 4.4 Shareholders’ Meetings
  • 4.5 Directors’ Duties
  • 4.6 Breach of Duty and Third Parties
  • 4.7 Fair Dealing by Directors
  • 4.8 Shareholders’ Remedies
  • 4.9 Conclusion
Unit 5 Public Disclosure of Information
  • 5.1 Introduction
  • 5.2 Financial Statements
  • 5.3 Auditors
  • 5.4 Other Information to be Made Available
  • 5.5 Registration of Charges (Security Interests)
  • 5.6 Company Investigations
  • 5.7 Conclusion
Unit 6: Raising Capital from the Public
  • 6.1 Introduction
  • 6.2 Securities Markets and Securities Regulation Generally
  • 6.3 Securities Regulation in the UK
  • 6.4 Public Securities Offerings
  • 6.5 Liability for Misstatements in Listing Particulars
  • 6.6 Insider Dealing
  • 6.7 Market Abuse
  • 6.8 Corporate Finance Transactions
  • 6.9 Conclusion
Unit 7: Regulation of Takeovers and Mergers
  • 7.1 Introduction
  • 7.2 Overview of Regulatory Regime
  • 7.3 Methods of Takeover
  • 7.4 Takeover Code
  • 7.5 Listing Rules
  • 7.6 Compulsory Buy-out
  • 7.7 Competition Law Aspects
  • 7.8 Accounting and Tax Issues
  • 7.9 Conclusion
Unit 8: Corporate Collapse
  • 8.1 Insolvency Law: Introduction
  • 8.2 Overview
  • 8.3 Voluntary Arrangements
  • 8.4 Administration
  • 8.5 Receivership
  • 8.6 Liquidation (Winding-up)
  • 8.7 The Liquidation Process
  • 8.8 Effect on Prior Transactions
  • 8.9 Trading while Insolvent
  • 8.10 Conclusion

Method of assessment

You will complete two assignments, which will be marked by your course tutor. Assignments are each worth 15% of your total mark. You will be expected to submit your first assignment by the Tuesday of Week 5, and the second assignment at the end of the course, on the Tuesday after Week 8. Assignments are submitted and feedback given online. In addition, queries and problems can be answered through the Online Study Centre. You will also sit a three-hour examination on a specified date in October, worth 70% of your total mark. An up-to-date timetable of examinations is published in April of each year.