introduction company law assignment

Law Explorer

Fastest law search engine.

If you have any question you can ask below or enter what you are looking for!

• Law Explorer /
• CONSTITUTIONAL LAW /

INTRODUCTION TO COMPANY LAW

1 Introduction to company law AIMS AND OBJECTIVES After reading this chapter you should understand:   The scope of ‘company law’   The relationship between core company law, insolvency law, securities regulation and corporate governance   The sources of company law   The importance in the study of company law of foundation course legal knowledge and skills   The historical development of the registered company and its statutory framework   The arguments for and against limited liability   The influence of the European Union on UK company law   The rationale behind the Companies Act 2006 and subsequent developments 1.1 Who this book is for This book is written primarily for undergraduate law students studying company law. It aims to guide students to an understanding of:   the scope of company law and how it is linked to other specialist legal subjects such as securities regulation and insolvency law;   the sources of company law;   key legal principles of company law;   key moot, or unsettled, issues in company law. It is also written to assist students to develop their ability to:   understand and appreciate the context in which company law operates;   apply key principles of company law to solve problem questions;   interpret legislation;    use precedents to construct logical and persuasive arguments and discuss moot points of law;   think reflectively and critically about the strengths, shortcomings and implications of various aspects of company law. Company law and company law scholarship have grown rapidly in volume in recent years making it unrealistic to cover the whole of even ‘core’ company law (a term explained in the next section) in what is usually little more than two terms if students are to achieve understanding rather than acquire a superficial level of knowledge. Three filters commonly used to limit the volume of material covered are adopted in this book, which focuses on:   companies formed to run businesses for profit , not companies formed for charitable or other non profit-making purposes;    registered limited liability companies with a share capital rather than other types of registered company such as unlimited companies or companies limited by guarantee;   the Companies Act 2006 , with limited coverage of securities regulation (also known as capital markets law or financial services law) or insolvency law. Whilst students choose to study company law for a number of reasons, all share the aim of successfully completing their assessment(s). The activities and sample essay questions in each chapter of this book are designed to help you to test your knowledge and understanding and develop a successful approach to answering company law questions. core company law The law governing the creation and operation of registered companies 1.2 What we mean by ‘company law’ 1.2.1 Core company law The focus of this book is what is sometimes referred to as ‘core company law’, which is essentially the law governing the creation and operation of registered companies. It is very easy to identify core company law today as it is almost all contained in the 1,300 sections and 16 schedules of the Companies Act 2006, regulations made pursuant to that Act, and cases clarifying the application of the statutory rules and principles. That said, the Companies Act 2006 is not a comprehensive code of core company law in the sense of a body of rules that has replaced all common law rules and equitable principles previously found in cases. Certain aspects of core company law, such as remedies available for breach of directors’ duties, remain case-stated law distinct from statute law and many cases interpreting provisions of past Companies Acts remain relevant today. The Companies Act 2006 is also not the only current statute containing core company law. Key relevant statutes and the role of case law in core company law are considered in section 1.3 under the heading ‘Sources of company law’. Limits of core company law A more comprehensive review of law relevant to companies would include insolvency law and securities regulation (the latter is part of a larger body of law known as capital markets law or financial services law) to the extent that they apply to companies. In the last 25 to 30 years, each of these areas of law has become a highly developed and voluminous legal subject in its own right. Realistically, not even the parts of each relevant to companies can be covered in any depth in a company law textbook of moderate length and no attempt is made here to do so. Students interested in those subjects specifically can find references to texts providing a good starting point for their studies at the end of this chapter. Figure 1.1  Company law includes parts of securities regulation and insolvency law. Corporate governance has also emerged as a subject of study in its own right over the last 25 to 30 years, so much so that it is appropriate to say a few words about it in the context of setting out what we mean by core company law. Corporate governance is not a legal term, rather, it is a label, or heading under which the questions how, by whom and to what end corporate decisions are or should be taken, are analysed and reflected upon. Issues such as the role law plays and how far the law can and should be used to achieve effective or good corporate governance arise as part of those analyses and reflections. Those who support extensive use of law and regulation backed up by law to achieve effective corporate governance are said to support the ‘juridification’ of corporate governance, those against include those who are said to prefer ‘private ordering’. Core company law and corporate governance overlap to the extent that a large part of core company law is a body of rules and principles establishing how and by whom corporate decisions may lawfully be made or are legally required to be made. Core company law textbooks differ in the extent to which they deal with insolvency law, securities regulation and corporate governance. The approach taken in this book to each is set out in the following three sections. Figure 1.2  Corporate governance. 1.2.2 Insolvency law Even though in theory they could, companies do not tend to continue in existence forever. They either outlive their usefulness or become financially unviable. Before a company ceases to exist, or is ‘dissolved’, to use the legal term, its ongoing operations are brought to an end, its assets are sold and the proceeds of sale are used to pay those to whom it owes money. This process is called ‘winding up’ or ‘liquidating’ the company. Some companies that are wound up or liquidated are able to pay all their debts in full, that is, they are ‘solvent’, yet the law governing winding up of solvent companies is set out in the Insolvency Act 1986 (and rules made pursuant to that Act, the most important of which are the Insolvency Rules 1986). The explanation for this is that most winding ups involve insolvent companies and when, in the mid-1980s, the law governing insolvent company winding ups was moved out of company law legislation into specific insolvency legislation, it made sense to deal with solvent winding ups in the same statute. This avoided the need for duplication of those winding-up provisions relevant to both solvent and insolvent companies in both the Companies Act 1985 (now replaced by the Companies Act 2006) and the Insolvency Act 1986. Note that insolvency is a term relevant to both companies and individuals but in the UK the term bankruptcy is used only to refer to the insolvency of individuals, not companies. It is legally incorrect to refer to a company going bankrupt. Insolvency law is a highly detailed and specialised area of legal practice requiring study of specialist texts for a full understanding of its scope and complexity. That said, the two key formal processes forming the core of insolvency law are administration (a process designed to facilitate the rescue of financially troubled companies) and liquidation (the process by which companies are wound up). Administration is outlined in Chapter 15 and liquidation is examined in Chapter 16 . During the administration and liquidation processes, administrators and liquidators have various powers, including powers to bring legal actions and to review and challenge the validity of certain transactions entered into by the company. Clearly, it is important for anybody seeking to understand the rights of those who deal with companies and the law governing directors (because many of these legal actions and transactions involve directors), to have a basic understanding of these powers. For this reason the relevant provisions of the Insolvency Act 1986 are included in Chapter 16 . Finally, in the case of a winding up, once the assets of the company have been turned into money and any and all contributions secured, the liquidator is required to follow a statutory order of distribution which determines the priority of payment of different types of creditors. Given the significance of this statutory ordering to the decision whether or not to deal with a company, and the terms on which to do so, the statutory order of distribution on liquidation is also covered in Chapter 16 . 1.2.3 Securities regulation It is difficult to decide which, if any, part of securities regulation to include in a core company law textbook. The aim of securities law is essentially to provide protections to those who decide to invest their money in securities. The term ‘securities’ covers a complex range of investment products, including products unrelated to companies. A student of core company law is concerned only with securities taking the form of shares and corporate bonds. Securities regulation is part of what is often called finance law. For our purposes, finance law can be viewed as made up of three parts: banking law; the regulation of those who conduct investment business and the markets on which investments are traded; and, increasingly, the regulation of companies whose securities (shares and bonds) are offered to the public. Consequently, basically, securities regulation is only relevant to those companies with shares or bonds traded or ‘listed’, i.e. bought and sold, on stock exchanges. As only a very small minority of UK companies have shares or bonds that are traded/listed, it is very important to appreciate that it is a very small number of companies that need to engage with and comply with securities regulation. Securities regulation does not apply to over 99 per cent of registered companies. Regulatory shortcomings highlighted by the global financial crisis of 2008 and its aftermath have resulted in extensive, ongoing reform of finance law globally. Reform of UK law is the result of both UK and EU initiatives. Most of the changes relate to the regulation of banks and the re-alignment of regulatory responsibilities. Re-alignment has been effected by the Financial Services Act 2012. The Financial Services Authority (FSA), as such, has been abolished and its functions have been split between two new regulatory bodies. A new ‘macro-prudential authority’ has been established, called the Financial Policy Committee (FPC), and the two key regulators sitting underneath this umbrella body are the Prudential Regulation Authority (PRA), which is a subsidiary of the Bank of England, and the Financial Conduct Authority (FCA). The key securities regulator (the successor to the FSA) is the FCA. Fortunately, apart from this change of regulator, the framework of securities regulation has remained intact. Arguably, the FSA has simply been renamed and refocused, with some of its functions having been removed and given to the Prudential Regulation Authority (PRA) The key securities regulation statute in the UK remains the Financial Services and Markets Act 2000 (FSMA), as amended (most recently by the Financial Services Act 2012). The 2000 Act established and empowered the main securities regulator to make detailed provisions governing securities. Those detailed provisions can be found in what is now the Financial Conduct Authority Handbook (FCA Handbook). The heart of securities regulation is disclosure of accurate information. This theme has been reinforced and supplemented in recent years, in no small part because securities regulation is being used to implement legal initiatives to achieve effective or good corporate governance, which is seen as supportive of efficient capital markets and essential to achieve economic growth. This trend is part of the juridification of corporate governance referred to above. It also causes lawyers to rethink what they mean when they use the terms law and regulation. Focusing for a moment on the sources of securities regulation, statutory provisions in the FSMA are supplemented by detailed provisions made by the FCA pursuant to powers under the FSMA (the FCA Handbook). This clearly legal regime is supplemented by what is increasingly referred to as ‘soft law’, important examples of which are the UK Corporate Governance Code and the Stewardship Code. Disclosure of information by companies is provided for both by the Companies Act 2006 and by securities regulation. Accordingly, Chapter 17 , which deals with transparency, ventures into securities regulation so that students have an idea of how the securities regulation framework of disclosure for traded/listed companies supplements the Companies Act provisions. Accurate information disclosure is particularly important when shares are being offered to the public for the first time and, for this reason, the corresponding part of securities regulation, the Prospectus Rules, are outlined in Chapter 7 . corporate governance The system by which companies are directed and controlled 1.2.4 Corporate governance Corporate governance means different things to different people in different contexts. Whenever the term is used, the first question to ask is, in what sense is it being used by the writer? If this is not made clear, it is usually helpful to examine the context in which the term is being used (see also section 9.5 of Chapter 9 ). Subject to this caveat, two definitions of corporate governance are often referenced (as, for example, in the European Commission Green Paper, ‘The EU Corporate Governance Framework’ (COM(2011) 164 final). The first is a definition laid down in 1992 in the Report of the Cadbury Committee, a Committee established by the Financial Reporting Council, the London Stock Exchange and the accountancy profession to consider the financial aspects of corporate governance. According to the Cadbury Committee (at para 2.5), ‘Corporate Governance is the system by which companies are directed and controlled.’ The second definition is that first provided by the Organisation of Economic Cooperation and Development (OECD) in 1999 and repeated in 2004 in the preamble to its revised Principles of Corporate Governance (which principles are subject to a 2014 review) in which corporate governance is identified as one key element in improving economic efficiency and growth as well as enhancing investor confidence. QUOTATION ‘Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined.’ ‘OECD Principles of Corporate Governance’ (2004) at p. 11 These definitions were crafted in the context of exercises focused on publicly traded (or listed) companies. They were developed with large companies, or groups of companies under common control/governance, and investor/manager conflict forefront in the minds of the drafters. Before turning to the concept of corporate governance in such contexts, and, in particular, the problem of reconciling shareholder primacy and corporate social and environmental responsibility, it is instructive to recall that, as mentioned earlier, most companies are not publicly traded. Most companies are micro, small or medium-sized entities (SMEs) (this term is explained in more detail in section 2.2.2 ). To date, in the SME context, core company law has been (and largely remains) the alpha and omega of corporate governance. Corporate governance and small companies The vast majority of independent companies, that is, companies that are neither part of a larger corporate group of companies nor have shares that are publicly traded, are managed and governed by individuals who own the whole, or a large block of the company’s shares. Additional shareholders are typically related to the majority owner or participate in running the company alongside the majority owner, and it is not uncommon for them to be relatives, co-managers and governors. Most of these companies are not large and are registered as private rather than public companies. Questions about how such companies are governed usually arise out of one of two types of dispute. The first type of dispute is between majority and minority shareholders. It raises the question whether the director(s) (who is/are the majority shareholder) can behave, or cause the company to behave (i.e. can the company be governed?), in a manner objectionable to, and inconsistent with the interests of its minority shareholders. The second type of dispute is between the company and its creditors. It raises the question whether or not the director(s) (who is/are the shareholders) can behave, or cause the company to behave (i.e. can the company be governed?), in a manner that undermines the ability of the company to pay its creditors. Whilst other groups, such as employees, suppliers and customers, may be affected by the manner in which a small company is governed, such impacts are typically either relatively minor or can be worked around because these other groups are not really ‘stakeholders’. The size of a small company’s operations means that members of these groups can turn to other companies. Also, self-interested action by managers or directors of small companies is not generally an issue because the manager/directors own the company. To the extent that the managers/directors do not own all of the shares, their pursuit of self-interest raises issues not only, or even mainly, of how to prevent abuse of the powers of directors, but rather, of the legal constraints that exist, or should be imposed, on majority shareholders who seek to operate the company for their own gain rather than for the benefit of all of the company’s shareholders. Company laws important to regulating small company governance include obvious topics such as directors’ duties and disclosure obligations. However, as the preceding paragraphs suggests, key to small company governance are legal constraints on majority shareholders and remedies available to minority shareholders confronted with majority shareholder abuse, such as the unfairly prejudicial conduct petition examined along with other minority shareholder protection mechanisms in Chapter 14 . Principally found in the Companies Act 2006, laws designed to bring about effective corporate governance can also be found in insolvency law. For the above reasons, a legalistic approach to the concept of corporate governance has been taken and this approach has been justified to date in relation to small, if not all, private companies. Broader-based corporate governance debates have focused on companies with publicly traded shares but this is changing. Corporate governance of unlisted companies is of increasing interest and can be seen in initiatives such as the Corporate Governance Guidance and Principles for Unlisted Companies in Europe published by the European Confederation of Directors’ Association. This development is evidenced by the 2011 EU Green Paper on The EU Corporate Governance Framework: QUOTATION ‘Good corporate governance may also matter to shareholders in unlisted companies. While certain corporate governance issues are already addressed by company law provision on private companies, many areas are not covered. Corporate governance guidelines for unlisted і companies may need to be encouraged: proper and efficient governance is valuable also for unlisted companies, especially taking into account the economic importance of certain very large unlisted companies. Moreover, putting excessive burdens on listed companies could make listing less attractive. However, principles designed for listed companies cannot be simply transposed to unlisted companies, as the challenges they face are different. Some voluntary codes have already been drafted and initiatives taken by professional bodies at European or national level. So the question is whether any EU action is needed on corporate governance in unlisted companies.’ European Commission Green Paper, ‘The EU Corporate Governance Framework’ (COM(2011) 164 final) at p. 4 Corporate governance and large companies In relation to large companies, corporate governance is typically addressed as a much more complex and broad-ranging concept because of the clear impact the quality of corporate governance of large companies with extensive business operations has on the economy and society. It is the role of law in corporate governance, however, that is, and must be, the focus of law courses. Even if we set aside questions of the role the law could and should play in improving corporate governance, the study of how existing company law influences corporate governance is more complex in relation to large companies than it is in relation to small companies. This complexity arises in part out of the model of ownership of many large companies. The scope of impact of business operations The larger the business of a company, the greater will be the impact of its operations, on individuals, other businesses, the community, the environment and, consequently, the economy and public interest. Consider the potential for the environment to be very significantly adversely affected by a company that owns and is actively expanding its network of oil pipelines. Similarly, a large company may run nuclear power stations producing by-products, best practice waste-management of which involves the storage into the long-term future of active nuclear material. A large company may employ a significant proportion of workers in a local community. It may be the largest purchaser of a particular product or products so that producers are dependent upon it continuing to buy a large share of their output (the four leading UK grocery chain corporate groups, Tesco, Sainsbury’s, Morrisons and Asda exemplify this in relation to the purchase of food products). A large company (or corporate group) may be one of only a handful of suppliers of a particular consumer product or service with, consequently, millions of consumer (distinct from business) customers. Mobile telephone network service providers such as Telefonica (providing O2), EE (providing EE, Orange and T-Mobile), Vodafone and the currently much smaller but growing Hutchison Whampoa (providing 3, which was the first 3G network in the UK), illustrate this. Other suppliers of mobile phone services to consumers, such as Virgin Media, lease the right to use networks maintained by these four companies. The point to note is that the effect of decision-making by such companies is not confined to the shareholders of the company or even to those (typically other companies or businesses) who have chosen to do business with the company. Decision-making by large companies can significantly affect the environment, the local community, the livelihood of large numbers of people who work for the company, consumer choice and the viability of suppliers. The various groups affected by, or interested in, a company are sometimes referred to as ‘stakeholders’. The extent to which the interests of different stakeholders   as a matter of law , must be   as a matter of fact , are   as a matter of policy , should be taken into account in company decision-making are important questions that fall within the corporate governance rubric. Closely related questions are who must be , who is and who should be involved in company decision-making. The extent to which each question is explored in a company law course will depend in large part upon the interests of the lecturers and tutors delivering the course. On a course in which the traditional approach, sometimes referred to as a ‘black letter law’ approach, is adopted, the focus will be on current rules and regulations to answer the first question and its corollary: as a matter of law to what extent must the interests of different stakeholders be taken into account and who must be involved in company decision-making. Even where this approach is adopted, however, introduction into core company law, in s 172 of the Companies Act 2006, of the concept of ‘enlightened shareholder value’ (a concept examined in Chapter 11 at 11.3.2 ) means that some analysis of the larger issues of corporate governance are called for, if only to explain this development and provide some insight into how s 172 may be interpreted in the future by boards of directors and the courts. On a course in which a ‘law in context’ approach or a ‘socio-legal studies’ approach is adopted, time is likely to be spent focused on the third question and its corollary: as a matter of policy, to what extent should the interests of different stakeholders be taken into account in company decision-making and who should be involved in company decision-making. A wide range of approaches can be taken to this line of enquiry. An historical approach, for example, may involve reviewing initiatives in the UK over the years to engage workers in company decision-making. A comparative law approach may involve reviewing, comparing and contrasting company decision-making in a selection of legal jurisdictions across the world. A European Union perspective may be adopted, perhaps examining the dichotomy within the European Union between Member States with worker participation (such as Germany) and those without (such as the UK), a matter that has presented insuperable difficulties in harmonising company law in the European Union. Writings of theorists in an array of scholarly disciplines, sociology and economics to name but two, may be drawn upon to explore corporate governance (as well as other aspects of company law) and underpin policy proposals. In particular, theories and models developed by economists have been drawn upon (extensively in the USA, in the EU and to a lesser, albeit influential, extent in the UK) to explore the operation of law, predict the effects of changes to company law and, more contentiously, propose what the law should be. This law and economics scholarship is more developed in relation to corporate governance issues raised by the phenomenon of the separation of ownership from the control/management of companies, an ownership structure that is addressed in the next section. The second of the three questions identified above: to what extent are the interests of different stakeholders taken into account as a matter of practice and who actually takes part in (or perhaps the question should be, who actually influences) company decision-making, are questions of fact. The focus here needs to be on empirical studies yet, as it appears that little empirical research has taken place in the UK on decision-making in companies, this question is often answered, somewhat unsatisfactorily, by making assumptions. Corporate governance and the separation of ownership and control of companies The second factor adding to the complexity of corporate governance of large companies is the model of ownership of large publicly traded companies. Separation of those who ‘own’ a company (the shareholders) from those who run the company (the directors and executives) has long been a feature of large companies in the UK. This separation raises the problem of ensuring that those who manage and govern companies do not run them for their own personal benefit rather than for the benefit of those on whose behalf the law requires companies to be managed. The management self-interest problem is exacerbated where a company’s shares are owned by a large number of shareholders with no single person owning a significant shareholding. This pattern of shareholding is called the ‘dispersed ownership structure’. It reflects modern portfolio theory which underpins investment risk management by diversification. The interest of almost all beneficial owners of shares in dispersed owner publicly traded companies is, first and foremost if not exclusively, financial in nature. Shareholders seek dividends, increased share value (that is, they want the price at which they can sell their shares to increase) and, ideally, both. This share ownership structure is said to reflect investor capitalism as distinct from entrepreneurial capitalism: shareholders are not interested in engaging in management and management hold an insignificant, if any, shareholding in the companies they manage. In this type of company, legal protection based on a balance of power between the board of directors and shareholders has little if any meaningful effect exactly because shareholders have little inclination to exercise the powers reserved to the shareholding body: the divorce of ownership and control is virtually complete. Yet this scenario is believed to present the greatest risk of management and directors acting in their own self-interest rather than promoting the success of the company, and it is in relation to dispersed ownership companies that the most stringent laws promoting good practice in corporate governance are considered to be necessary. This explains why corporate governance law is more developed for companies with shares listed on stock exchanges than it is for private companies and unlisted public companies. It also explains why relevant laws are found not in core company law, but in securities law. Corporate governance law, beyond the Companies Act 2006, is made up of a combination of hard law (legislation such as the Financial Services and Markets Act 2000 and regulations and rules made pursuant to that Act) and ‘soft law’ such as guidance and, particularly, codes. Two important codes designed to promote good corporate governance can be found on the Financial Reporting Council website (which is referenced at the end of this chapter). The UK Corporate Governance Code (the successor to the Combined Code) sets out good practice for boards of directors of companies with shares with a Premium Listing on the Main Market of the London Stock Exchange on issues such as board composition and effectiveness, risk management, director remuneration and relations with shareholders. The Code is subject to consultation and revision every two years. A company with a Premium Listing is required by the Listing Rules in the FCA Handbook to state in its annual report and accounts how it has applied the Main Principles set out in the UK Corporate Governance Code and whether it has complied or not with all relevant provisions of the code. It must set out any provisions with which it has not complied and give reasons for its non-compliance. The newer UK Stewardship Code is aimed at enhancing the quality of engagement between asset managers and the companies in which they invest. It sets out good practice on engagement with companies, to which asset managers should aspire, to help improve efficient exercise of governance responsibilities. Currently, as is the case with the UK Corporate Governance Code, no legal obligation to comply with this code exists. However, unlike the UK Corporate Governance Code, no legally enforceable reporting obligations exist in relation to the UK Stewardship Code, not even ‘comply or explain’ reporting. Corporate governance codes from all around the world can be accessed on the European Corporate Governance Institute website referenced at the end of this chapter. Corporate governance and large private and unquoted companies Large private companies and large public companies with no publicly traded shares present a challenge to corporate governance law. They highlight what seems to be a structural difficulty with the current law, namely that enhancements to corporate governance laws, the justification for some of which arises from the implications of large-scale operations rather than the divorce of ownership from control, have been implemented by laws applicable only to publicly traded companies. An example of this was the requirement in the Companies Act 2006 that companies report to the public information about the impact of their operations and decisions on the physical and social environment, company employees and the community, as well as disclosing company policies on these matters and the effectiveness of those policies. This obligation applied only if the company was a ‘quoted company’ as that term is defined in the Companies Act 2006. No private company or unquoted public company, regardless of how extensive its operations were, was subject to these reporting obligations. The legal obligation to publish a business review covering the matters outlined above has now been replaced by the obligation imposed on all companies except small companies to publish a strategic report (s 414C). The required contents of this report are considered under narrative reporting in Chapter 17 . Overlooked in the reform resulting in the Companies Act 2006, the problem of how to regulate the governance of large companies that are not publicly traded is an important challenge facing company law. In addition to being raised in the EU Corporate Governance Framework Green Paper quoted from above, the Reflection Group on the Future of EU Company Law, appointed by the European Commission, addressed this issue in its report published in April 2011. QUOTATION ‘As it is important to avoid broad and imprecise categorisations, the Reflection Group is particularly concerned about the distinction between public and private limited companies that has traditionally dominated legislation within company law for more than a century. The origin of the distinction is the still correct observation that a company with a large and dispersed і crowd of shareholders may in certain respects warrant different regulation from a company with a small and closely knit circle of shareholders. However, in its traditional form the distinction relies on an inapt choice of company form, whereby a company is deemed “public” or “private” simply by its choice of company form. Thus, a “public company” does not necessarily have a large and dispersed crowd of shareholders; in fact, it may not even be listed and may have a single shareholder. Nor does a “private company” have to be a small company in any way; it can have more shareholders, more employees and a greater turnover than a “public company”.’ European Commission, ‘Report of the Reflection Group on the Future of EU Company Law’, Brussels (5 April 2011) The approach to corporate governance taken in this book Developments in share ownership patterns (including the more limited role and importance of traditional institutional investors, growth in the proportion of shares on publicly traded companies in overseas ownership and the creeping number of publicly traded companies with block-holding shareholders), concern and steps to regulate the gender composition of boards of directors, enhanced focus on shareholder engagement as a tool to improve corporate governance, the emergence of corporate governance guidance and codes for unlisted companies, heightened concern and steps to ensure effective governance of SMEs (driven by political focus on SMEs as important drivers of economic growth and employment), promotion of employee share ownership and sustained demand for corporate social and environmental responsibility to be given legal backing (the beginnings of which can arguably be seen in company law in narrative reporting developments) combine to make the study of corporate governance a fascinating and contentious field of study. Unfortunately, in a basic text on core company law, it is only possible to alert readers to the rich tapestry of interests and initiatives that make up the multi-faceted world of corporate governance. Before engaging with this complex realm, it is helpful to understand the relevance of core company law to corporate governance. Large parts of the Companies Act 2006 can be characterised as laws existing to support and promote good practice in corporate governance. Being so pervasive, these laws are not separated out and expressly dealt with under the rubric ‘corporate governance’ (although that term is used as the title to Chapter 9 in which the key organs of governance, their composition and decision-making processes are examined). To the extent that securities regulation can be regarded as containing corporate governance provisions, limited space requires that a line be drawn somewhere and the only securities regulation covered briefly in this book is the framework of periodic and insider information reporting for publicly traded companies outlined in Chapter 17 , the Prospectus Rules outlined in Chapter 7 and, because some of its provisions are so widely discussed and lend a fuller picture to some aspects of core company law, certain provisions of the UK Corporate Governance Code are examined at appropriate points in the text. The impact of the quality of corporate governance on the political economy makes it an important topic of scholarly interest. Beyond examining the existing law, this book simply introduces readers to the enormous potential scope of this area of study and provides those interested in expanding their understanding with suggestions for further reading. An excellent starting point for those seeking to understand the European Union’s current approach to corporate governance is the European Commission EU Corporate Governance Framework Green Paper already referred to. 1.3 Sources of company law 1.3.1 Legislation Statute law takes the lead in the sources of company law. The main statute containing company law is currently the Companies Act 2006. The most important statutes containing provisions regarded as part of core company law are:   Companies Act 2006;   Insolvency Act 1986;   Company Directors Disqualification Act 1986;   Financial Services and Markets Act 2000;   Criminal Justice Act 1993 (insider dealing);   Companies Act 1985 (company investigations);   Companies (Audit, Investigations and Community Enterprise) Act 2004 (company investigations and community interest companies (CICs)). BIS The Department for Business, Innovation and Skills (formerly BERR and before that the DTI) is the government department responsible for company law (amongst other things)

Business Law I Essentials

(5 reviews)

Mirande Valbrune

Renee De Assis, Texas Woman's University

Suzanne Cardell, University of Massachusetts Dartmouth

Copyright Year: 2019

Publisher: OpenStax

Language: English

Formats Available

Conditions of use.

Learn more about reviews.

Reviewed by Velda Arnaud, Department Chair, Instructor, and Advisor, Blue Mountain Community College on 4/5/24

All of the topics we need for our business law course are covered in this OER. read more

Comprehensiveness rating: 5 see less

All of the topics we need for our business law course are covered in this OER.

Content Accuracy rating: 4

Some topics need to be updated because this information is 5 years old.

Relevance/Longevity rating: 4

As previously stated, laws change, and this book is 5 years old.

Clarity rating: 4

The reading level may be difficult for non-native English language students.

Consistency rating: 5

Each chapter is nicely organized.

Modularity rating: 5

This is one of the best features.

Organization/Structure/Flow rating: 5

The content flows very well and ends with international law and securities.

Interface rating: 3

All of the information is on the website, and I would prefer to keep students in the learning management system.

Grammatical Errors rating: 5

So far, I have not found grammatical errors.

Cultural Relevance rating: 5

This is a business course, and they use many different examples. It seems quite representative of the population.

There is a low-cost printed book available for students.

Reviewed by Ben Carr, Associate Professor, James Madison University on 7/30/20

The text was comprehensive in general, to some extent too much so, and with regards to a few topics that I consider critical topics for a business course, completely lacking. First, as to the “too much”. There were some legal subjects which were... read more

Comprehensiveness rating: 4 see less

The text was comprehensive in general, to some extent too much so, and with regards to a few topics that I consider critical topics for a business course, completely lacking. First, as to the “too much”. There were some legal subjects which were unnecessary and seemingly used to take up space. For example, I do not know how or why any student not in law school would need to know about “res ipsa loquitur” (note: it was spelled incorrectly in the text). It is not a practical topic area and only lawyers would need to understand that concept. Another example was the Ethical Decision Making Policies. Despite putting it in the text, there was no discussion about the decision making process beyond just replicating the University of Michigan policy that was quoted. So, in this case, it did not even need to be included, and if so, it merited further discussion. There were a few other subjects dealt with similarly, but those did not necessarily detract from the overall value of the text itself. As for the “lacking” comment, it is surprising that a text on Business Law (even if it is an introduction) does not include a chapter on business entities. Corporations, LLCs, Partnerships (general and limited) and sole proprietorships are significant topics which deserve discussion and explanation. Also, there was no mention of vicarious liability. Respondeat Superior, principal/agent and partnerships are three legal areas where an employer/third party who is not directly involved in a specific incident can/may be held responsible to an injured party due solely to the relationship between that employer/third party and the person causing the injury. The section on ethics was also failed to address professional ethics vs. personal ethics. How those two interact on a daily basis, especially with regards to corporate decisions is an important topic to discuss. For example, Hobby Lobby refused to comply with an Affordable Care Act requirement that medical insurance provided by employers include contraceptives. An employee filed suit, and the U.S. Supreme Court had to ultimately decide the issue. That was a personal value/ethic that the owners of Hobby Lobby (it was privately owned) utilized instead of a “professional” value/ethic. The criminal law section did not address battery and how it was technically different from assault. This is not a critical issue in business law, but if the author(s) were going to address assault, then battery should have also been addressed. The ADR section should have, in my opinion, considered the benefits of an employee agreeing to a pre-employment waiver of the right to trial. Many employers are now either requiring, or at least making it optional, for an employee to waive that right. The consequences of doing so are important and deserve some coverage. The sections on both sexual harassment and negligence were far too superficial and short. These are two areas of significant corporate liability exposure and lawsuit filings. Neither received the type of attention which they deserved. Lastly, I am a big fan of hypotheticals. In this reviewer's opinion, there were not enough of those, especially not enough real-world cases used as tools to explain a concept.

The content was generally accurate with some nit-picking on my part. For example, the author(s) stated that most states do not allow minors to void a contract after turning 18 years of age. It is my understanding that most states actually allow for a “reasonable” time after turning 18 for a minor to void a contract unless that minor has somehow ratified or affirmed the contract after turning 18. Also, comparative vs. contributory negligence was not handled as deftly as it could have been. First, there are two types of comparative negligence, which was not discussed, and second, it is solely dependent upon which state in which the incident occurs as to whether comparative negligence (either type) or contributory negligence will be utilized in a legal analysis. Another nit-picking on my part deals with a few minor mischaracterizations and/or inadequate information. An example of that is when the author(s) discuss the McDonald’s case involving the hot coffee. A significant issue in the case was punitive damages, because McDonald’s knew that their coffee was too hot and had made the “business” decision to not change the temperature. To simply use the case as a “negligence” example misses the primary point of that case. Yet another nit-picking was that when the author(s) discussed Title VII, they did not point out that there are employee limits to the application of that Title. For example, Title VII’s prohibition against discriminating against a person with a disability does not apply to an entity with fewer than 15 employees, while the prohibition against discriminating against age does not apply to an entity with fewer than 20 employees. This is important, because state laws can lower those thresholds and readers need to be ultra aware of checking both the federal and state law protections. There were other nuances that the author(s) did not mention which would be valuable as instruction, such as with sexual harassment. In sum, the text was relatively comprehensive, and would be most useful to an instructor with legal experience who could utilize it in a very, very basic, almost vocabulary level, manner. It says that it is “Essentials”, but there are some essentials, which I have addressed, that I feel should have been included. Assuming that it is intended solely as a very basic introduction, that is where its value can be found. Otherwise, an instructor trying to utilize the text without a sound legal understanding to begin with will find that it will raise many questions that students may ask which he/she will not be prepared to answer or explain and/or even convey information which may be incorrectly applied.

Relevance/Longevity rating: 5

Due to its very basic manner of addressing virtually all the topics, the content is up-to-date in its content. Without further exploration of the topics in the text, i.e. Essentials II, the text is only marginally useful as a text for practical legal considerations on its own. The text is written and/or arranged in such a way that necessary updates will be relatively easy and straightforward to implement.

Clarity rating: 5

The text was written in a way that most would understand. There were a few times when I had to re-read a sentence or paragraph and use my own understanding to have the passage make sense. Again, it is important that whoever uses the text already have a legal background.

The text was consistent in terms of terminology and framework.

Modularity rating: 4

Due to the nature of law itself, the text is marginally susceptible to being divided up into different sections at different points. To stress, that is not the author(s) issue, that is the nature of the beast. There has to be some scaffolding in law with certain concepts being taught/learned in order. In terms of its comparison to other legal texts in this topical area, I would strongly guess that it is pretty consistent and does as well as it can except for one suggestion that I will give in the following review area.

Section 5.2 seemed to me to be out of place. It would be far better suited if placed either in chapter 1 or as its own chapter between chapters 1 and 2. Otherwise, the topics in the text are presented in a logical, clear fashion.

Interface rating: 5

I had no problems with the interface or with navigating through the text. Everything was clear and I did not discern any distractions or confusions to the reader.

I am not an English major, but I did not notice any grammatical errors.

The text is not culturally insensitive or offensive in any way. I would, however, suggest that the cultural events since the text was published would justify a supplement. More discussion of Title VII and the sex, race and color classes would be appropriate.

I think the goals of this text were laudable, but fell just a little short of my expectations. At times, it seemed as though someone other than an attorney or someone familiar with law was writing it, and was just cutting and pasting without a practical understanding of what was being written. That may be due more to a goal to just give some "essentials" to supplement the in classroom teaching of an instructor with some legal knowledge or experience.

Reviewed by Paolo Davide Farah, Assistant Professor, West Virginia University on 5/1/20

The reviewer believes that text covers all areas and ideas of the subject appropriately. The title of the book is Business Law I Essentials, so the expectation is that there might be the need to prepare a Business Law II Essential for the areas,... read more

The reviewer believes that text covers all areas and ideas of the subject appropriately. The title of the book is Business Law I Essentials, so the expectation is that there might be the need to prepare a Business Law II Essential for the areas, which are missing from the analysis. In fact, my interpretation and understanding is that this book selects some of the most important issues in the areas, but it is also focusing on what it can be virtually possible to cover in a single class module. In fact, 14 sections/chapters are equivalent to a 14-week class. I believe that this textbook is useful for a first clear introduction to beginners and then students can complement with the constitution, the case law, case studies, simulations and other relevant real life examples and experiences.

Content Accuracy rating: 5

The reviewer considers that the content of the book is accurate. The selection of topics is also relevant. Particularly, the corporate social responsibility is an area not covered by all business law textbooks. Generally, other business law textbooks cover predominantly the market oriented analysis and not sufficiently the limits to globalization and the business sector represented by the necessary balance between business and human rights, business and sustainable development, business and other non-commercial values. I would probably extend some parts to also cover corporate governance

The reviewer considers that the book covers relevant contemporary issues without risks for the longevity of the book. The case studies are useful to students to learn from practice.

As previously mentioned, the text is clear and organized in such a way that is easy to access for students that will approach these topics for the first time. The instructor can use the single chapters as the main topic for each of the classes complementing this book with cases and other additional readings. The terminology and the language is accessible to students and non-experts.

Consistency rating: 4

The text is internally consistent, but I believe the pictures are not a relevant addition to the textbook. It would be advisable that the author revises the textbook to use pictures that are actually relevant for the analysis of each of the sections.

Each chapter can be used as an individual section for class modules and lectures complemented with additional materials.

The topics in the text were presented clearly.

The text does not present any interface, but it necessitates some external materials to cover some aspects. In addition, the pictures are not representative of the contents of the textbook.

The reviewer did not detect grammatical errors.

During the review, no culturally insensitive remarks or offensive statements have been detected in any way.

I will use this book for one of my classes.

Reviewed by Steve Custer, Associate Professor, Oakland City University on 12/19/19

This book covered the major aspects inherent to the legal landscape of business. Its subject matter is well referenced and provided a solid vocabulary of terms. Particularly, the content offered an informative section on negotiation skills and... read more

This book covered the major aspects inherent to the legal landscape of business. Its subject matter is well referenced and provided a solid vocabulary of terms. Particularly, the content offered an informative section on negotiation skills and tactics that I would recommend.

Upon inspection, this reviewer found the book to be accurate, without errors, and neutral in its presentation.

This reviewer found the text to be timely and informative. Specifically, chapter 7 (contract law) provided some excellent real-world examples that should be incorporated into classroom discussions.

The book is well formatted which should enable the entry level business law student to excel in their learning and comprehension of broad based legal definitions.

The text is largely consistent, although the authors elected to provide more examples and tables to illustrate concepts in the latter chapters of the text than in the former chapters.

The chapters of this text were well assembled and concise. I would not hesitate to adopt portions alongside other material in the classroom.

The topics were presented in a clear fashion and were easy to understand.

Interface rating: 4

No interface issues were noted, but when compared with other resources, additional content seemed lacking at times.

No grammatical errors were found during this review.

Upon inspection, this reviewer did not notice any insensitive or offensive material in this text.

There are a plethora of business law texts available in the marketplace. Whatever resources one chooses to adopt, the Business Law Essentials text could certainly be utilized as an effective supplement in the classroom.

Reviewed by Chelsea Green, Assistant Clinical Professor, Miami University on 12/6/19

Even though this text is an "essentials" text, there are certain topics that are missing from the text that I would expect to find in a basic legal environments textbook. These include topics such as 1) Real, Personal, and Intellectual Property;... read more

Comprehensiveness rating: 3 see less

Even though this text is an "essentials" text, there are certain topics that are missing from the text that I would expect to find in a basic legal environments textbook. These include topics such as 1) Real, Personal, and Intellectual Property; 2) Negotiable Instruments and Banking; 3) Secured Transactions and Bankruptcy; 4) Agency and Liabilities to Third Parties; and 5) Business Organizations. The text includes both a table of contents and an index. It would be nice to see a glossary and the US Constitution in the back. The material included is fairly basic and doesn't explore the topics with adequate depth.

I am not finding inaccurate information, however, both sides of various topics are not included such as the free market argument that those arguing for corporate social responsibility would normally face.

Relevance/Longevity rating: 3

Most of the book covers foundation material that will timeless. However, there are a number of links to supporting information located on the web that could become obsolete. This text also lacks examples of the law from trial cases, which may increase the longevity of the text, however, this trait also leads to the shallower coverage of the topics.

The book is easy to read and provides user-friendly vocabulary for a non-lawyer.

The text is internally consistent in terms of terminology and framework. Again, if provides basic information regarding the legal topics covered.

This text is easily read and could be divided up cleanly.

Organization/Structure/Flow rating: 4

The organization of the material is logical and clear. There is good use of headings and visual breaks for the reader. The end of the chapters provide simple multiple choice questions for a learner to test themselves. There is not a summary provided at the end of the chapter which is common with standard texts.

I did not find any interface issues related to this text.

Grammatical Errors rating: 4

I did not find any grammatical errors that would stand out to a learner and distract from the content.

Cultural Relevance rating: 4

There are few examples in this text on which to judge its culturally insensitivity. The images included in the text illustrate a diverse group of participants in the law.

The images included in this book seem to be inserted only to take up space. Images in a law text can be very helpful for the non-learner by providing comparisons and flowcharts to simplify concepts. Consider using more meaningful images to support the text and provide the textual information in a different way.

Table of Contents

• 1 American Law, Legal Reasoning, and the Legal System
• 2 Disputes and Dispute Settlement
• 3 Business Ethics and Social Responsibility
• 4 Business and the United States Constitution
• 5 Criminal Liability
• 6 The Tort System
• 7 Contract Law
• 8 Sales Contracts
• 9 Employment and Labor Law
• 10 Government Regulation
• 11 Antitrust Law
• 12 Unfair Trade Practices and the Federal Trade Commission
• 13 International Law
• 14 Securities Regulation

Ancillary Material

About the book.

Business Law I Essentials is a brief introductory textbook designed to meet the scope and sequence requirements of courses on Business Law or the Legal Environment of Business. The concepts are presented in a streamlined manner, and cover the key concepts necessary to establish a strong foundation in the subject. The textbook follows a traditional approach to the study of business law. Each chapter contains learning objectives, explanatory narrative and concepts, references for further reading, and end-of-chapter questions.

Business Law I Essentials may need to be supplemented with additional content, cases, or related materials, and is offered as a foundational resource that focuses on the baseline concepts, issues, and approaches.

About the Contributors

Renee De Assis

Suzanne Cardell , University of Massachusetts Dartmouth

Contribute to this Page

Business Law Assignment: Everything You Need to Know

A business law assignment is generally a legal case study about a dispute which law students are given to resolve through a legal means. 4 min read

A business law assignment is generally a legal case study about a dispute which law students are given to resolve through a legal means.

Business Law

Business law disputes arise between two parties over matters such as a sale, contract, merger, and others.

What Is an Example of a Business Case?

Tiffany got a mailer from Glam Girl Hair Salon. The salon's adverts claimed people could get manicures and any hairstyle of their choice for $15. A surprised Tiffany couldn't resist such a mouthwatering opportunity. She believed the salon was trying to woo new customers with the giveaway price. On getting to the salon, the manager informed Tiffany that there was a typo in the message she received and that the actual price was $100.

It's still a great price, said the manager as it costs about $200 for such service under normal circumstances. An exasperated Tiffany flared up in anger because of the fuel she used to get herself to the salon. Advise Tiffany as a lawyer. What advice would you give her if she was only informed of the real price after getting her hair styled and the manicure?

What Is the Solution to the Sample Business Case?

When a seller advertises his or her products inviting the public to buy, such information is referred to as an "invitation to treat" under contract law. If a buyer offers to buy the product and the seller agrees to sell, an enforceable agreement can be established. In Tiffany's case, she can't claim any travel expense because she only responded to an advert, which in this case is an "invitation to treat". If she had used the service without knowing the actual price, she would be forced to pay $100 and thus be able to establish an enforceable contract .

What Is the Purpose of a Business Law Assignment Report?

The purpose of the business law assignment report is to provide foreign clients with the fundamentals of English law. The report is divided into two parts. The first part details the various sources of English law as well as specific laws which apply to every type of organization.

The second part explains the role of government in legislation and common laws used in the court of justice. The role of government assesses the superiority of the parliament, bill formation, passage of laws, and royal assent. Also, the common law and its application in court use case law and the doctrine of precedent as its legal structure. The report also includes statutory law and its application in legal processes and related legislation.

What Is the Purpose of Law?

The fundamental concept of law holds that laws are formed to maintain basic societal structure through specific behaviors. Violating these behaviors may lead to sanctions on the violator. The court of law or justice is responsible for identifying and measuring rules violations.

What Does the English Law Deal with?

The English law system deals with the following:

• Legislation

What Is the Jurisdiction of the English Law?

The jurisdiction of English law is restricted to England and Wales. England and Wales's legal structure has primary and secondary legislative divisions.

What Is the Primary Legislation of The English Law?

The primary legislation of English law refers to laws created by the delegates of the English Parliament. These laws are similar to legislation created in the Scottish parliament or Ireland's assembly. Also, parliamentary delegates are empowered to create secondary legislation.

What Does Primary Legislation Include?

The primary legislation includes the following:

• Public Act: Acts are passed in parliament after royal assent. Acts can either be old or modern. Examples of acts include the Housing Act 1963 and the Transport Act 2000.
• Local and Personal Act: Local acts cover organizational benefits and corporate restrictions while personal acts cover divorce, grants of citizenship, name and title changes and others.
• Church of England and Church Assembly Measures: The 1919 Power Act (UK) gives the Church of England parliamentary powers. It also includes the Clergy Measure Act and Beneficiary Act.
• Privy Council : These form part of the royal limits. These laws are modified by parliament. They cover the appointments of the prime minister, civil services, overseas limitations under the provisions of the Civil Contingency Act, Government of Wales Act 2006, and the Statutory Instrument Act.

What Is the Secondary Legislation of The English Law?

Secondary legislation are laws created by delegates of primary legislative authority. They include national laws such as the Ireland Act of 1973, National Assembly of Wales Act, Warranty and Regulation Acts and so on.

If you need help with business law assignment, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

Hire the top business lawyers and save up to 60% on legal fees

Content Approved by UpCounsel

• Language Discrimination
• Business Law Definition
• Mercantile Law
• Salon Contracts for Employees
• Purposes and Functions of Business Law
• Commercial Law vs Corporate Law
• Difference Between Commercial Law and Business Law
• Applicable Law in a Contract

You must enable JavaScript in order to use this site.

Browse Law School Education Corporate Law Company Law Essentials: Mod 1 — Introduction to Company Law

Company law essentials: mod 1 — introduction to company law.

This course is included in the EBC Learning — Bennett University, Mastery Certificate in Advanced Corporate Law Programme.

Price not inclusive of GST

Skills you'll learn

• Company Structure and Formation
• Comparative Analysis of Business Forms
• Legal Authorities and Compliance

Companies are one of the most sought after business structures across the globe. The Corporate Law Essentials courses comprise 5 detailed modules and aim to equip learners with the fundamentals of corporate law, its development and practice. The present module deals with the origin and growth of the company structure, its essential features, key distinctions compared to other forms of businesses, types of companies, fundamental documentation, promotion, incorporation and relevant key legal authorities. The other four modules deal with securities, directors and management, meetings and winding up respectively.

This course is specifically designed keeping in mind the syllabi of leading Indian law schools. Practitioners can use this as a refresher course, and anyone taking competitive examinations such as CS and CA may also take this course. In addition to the videos, this course also comprises examination pointers, assignments, mind maps, flashcards, full texts of relevant sections and links to the full texts of cases on SCC Online.

No individual or company, no matter how large or how profitable, is above the law.

Course Outline

• 1.1 Introduction
• 2.1 Historical growth of companies in UK
• 2.2 Historical growth of companies in India
• I. Examination pointers
• I. Relevant sections
• 3.1 Essentials of a company
• 3.2 Artificial legal person — corporate personality
• 3.3 Artificial legal person—Salomon v. Salomon
• 3.4 Artificial legal person—significant case laws
• 3.5 Company not a citizen of India
• 3.6 Limited liability
• 3.7 Perpetual succession
• 3.8 Separate property
• 3.9 Separate property—Indian case laws
• 3.10 Transferability of shares
• 3.11 Common seal
• 3.12 Capacity to sue and be sued
• II. Examination Pointers
• III. Exercises
• 4.1 Company versus a partnership
• 4.2 Company versus an HUF
• 4.3 Company versus an LLP
• 4.4 Lifting of the corporate veil
• 5.1 Chartered company
• 5.2 Statutory corporations
• 5.3 Registered company
• 5.4 Limited and unlimited companies [S. 2(92)]
• 5.5 Public [S. 2(71)] and private companies [S. 2(68)]
• 5.6 Holding company, subsidiary company and associate company
• 5.7 Producer companies
• 5.8 Small company [S.2(85)]
• 5.9 One person company [Sec.2(62)]
• 5.10 Company with charitable objects
• 5.11 Other forms of companies
• II. Examination pointers
• 6.1 Memorandum of Association and doctrine of ultra vires
• 6.2 Contents and form of MOA
• 6.3 Alteration in Memorandum of Association
• 7.1 Articles of Association
• 7.2 Concept of entrenchment in Articles of Association
• 7.3 Doctrine of constructive notice
• 7.4 Doctrine of indoor management
• 8.1 Who can be a promoter (S.2)
• 8.2 Position of a promoter
• 8.3 Duties of a promoter
• 8.4 Liabilities of promoters
• 8.5 Rights of promoters
• 9.1 Formation of a company (S.3)
• 9.2 SPICE+ form
• 10.1 Registrar of companies
• 10.2 Securities Exchange Board of India (SEBI)
• 10.3 National Financial Reporting Authority (NFRA)
• 10.4 Serious Fraud Investigation Office (SFIO)
• 10.5 Competition Commission of India (CCI)
• 10.6 Adjudicatory authorities under the Companies Act, 2013
• 11.1 Conclusion
• I. Index: Full text of cases

WHY TAKE THIS COURSE?

The key reason why one should opt for this course is because of the way it is structured and presented. Throughout the course, the concepts have been explained in a streamlined manner. All the key concepts that are necessary to establish a strong foundation in the subject have been covered in the course. The course has been designed and developed after months of rigorous research and planning by a team comprising leading industry experts backed with teaching experience. Taking this course will help students excel in their examinations.

In addition to the videos, we have also provided special features such as examination pointers, assignments, list of relevant case laws, mind maps and references for further reading, to enhance the learning process. This course can be taken by law students, practitioners as well as competitive exam aspirants.

Instructors

Dr charu mathur.

Instructor, EBC Learning & AOR, Supreme Court

I think we have to take a look at corporate law. We have to take a look at the incentives that we can perhaps use to encourage more longer term.

Certificate

Complete this course and exercises to earn a certificate. Share it with your friends, colleagues, and employers.*

*You must  Subscribe to get a certificate.

You have reached your limit of 2 Free Audit Courses. Upgrade to get certificates and take more courses.

Want to create or adapt books like this? Learn more about how Pressbooks supports open publishing practices.

What is an Open Textbook?

Open textbooks are complete textbooks that have been funded, published, and licensed to be freely used, adapted, and distributed. As a particular type of Open Educational Resource (OER), this open textbook may be used and reused freely with no direct cost to the user. This book is available in PDF and Word formats on the Auraria Library repository: http://digital.auraria.edu/AA00007386/00001.

Unless otherwise noted, all content in this book is licensed with a Creative Commons Attribution 4.0 license (CC BY 4.0), which allows it to be adapted, remixed, and shared under the same license with attribution. Instructors and students may be interested in rearranging and adapting content or in transforming content into other formats. If so, please include the appropriate attribution under the Creative Commons license. More information about this license is available at https://creativecommons.org/licenses/by/4.0.

The Authors and Contributors

Melissa Randall is an attorney who teaches business law and Constitutional law at the Community College of Denver. Frustrated that the expensive textbook her business students were using contained legal errors, heavily edited case studies that confused students, and was a roadblock to their learning, Ms. Randall sought a better option, which ultimately led her down the OER path. Special thanks to Terence Lau and Lisa Johnson for their OER textbook “Introduction to Business Law,” which served as the inspiration for several chapters of this book.

Ms. Randall’s business law students edited, updated, and revised the chapters contained in this textbook. They are also responsible for the visual depictions of the material. Although Ms. Randall is the subject matter expert who ensured the accuracy of the material, her students ensured the effective delivery of the content to undergraduate business students. It was truly a collaborative effort. Special thanks to Lucy Reyes and Krissy Main who turned the students’ rough visual concepts into professional quality graphics.

Thanks also to the Colorado Department of Higher Education (CDHE) for the grant that partially funded the development of this book. Without it, we could not have hired Lucy and Krissy to be our graphic designers. Nor would we have been able to have written so many chapters so quickly. The CDHE’s support of OER and open pedagogy validated our classes’ commitment to doing meaningful work and to contribute to the future of higher education.

Last, and certainly not least, thanks to the professionals who contributed their expertise to our book. Judges and attorneys filled our Counselor’s Corner with practical insights and advice to business professionals. Their insight from “the trenches” was an invaluable contribution. Subject matter experts peer reviewed chapters and worked with our students to ensure accurate information in dynamic areas of the law. Kathy was our dedicated copy editor who thoroughly proofread anything we gave her. Special thanks to the professional who was in the trenches the most: Tom. A successful businessman, Tom put his MBA to use by tirelessly editing the entire textbook to ensure that it was consistent and accurate in a business context. Our professional contributors volunteered their expertise and gave enthusiastically to our project. Words cannot express our gratitude for accompanying us on this journey.

Feedback Requested

The authors seek content-related suggestions from faculty, students, and users of this book. Please email Ms. Randall at [email protected] with any suggestions or feedback you may have. Also, faculty are invited to contact Ms. Randall to discuss other OER used in the business law course, including judicial opinions we use as case studies in lieu of heavily edited excerpts in textbook dialogue boxes.

This textbook was finalized during the Spring 2020 semester. With the outbreak of covid-19, our collaborative efforts were curtailed. As a result, readers may find that some chapters are better edited than others. Please help us with any constructive feedback you may have to improve the book.

If you are an instructor reviewing, adopting, or adapting this textbook, please help us understand how this book is being used. This helps all of us in the OER community understand our impact and justify future grant money.

Fundamentals of Business Law Copyright © 2020 by Melissa Randall is licensed under a Creative Commons Attribution 4.0 International License , except where otherwise noted.

Share This Book

• Help and information
• Comparative
• Constitutional & Administrative
• Criminal Justice
• Criminology
• Environment
• Equity & Trusts
• Competition
• Human Rights & Immigration
• Intellectual Property
• International Criminal
• International Environmental
• Private International
• Public International
• IT & Communications
• Jurisprudence & Philosophy of Law
• Legal Practice Course
• English Legal System (ELS)
• Legal Skills & Practice
• Medical & Healthcare
• Study & Revision
• Business and Government
• Share This Facebook LinkedIn Twitter

Introduction to Company Law (3rd edn)  

Introduction to Company Law provides a conceptual introduction and a clear framework with which to navigate the intricacies of company law. The book analyses the mechanisms through which the law provides an organisational structure for the conduct of business. Given that structure, the book discusses how the law seeks to reduce the costs of using it, whether these are costs for managers, shareholders as a class, non-controlling shareholders, creditors, or employees, identifying the trade-offs involved. This discussion takes in both the Companies Act 2006 and various types of ‘soft law’, notably the Corporate Governance and Stewardship Codes. This third edition contains two new chapters: one on liability and enforcement and the other on the social function of corporate law. Both are issues that have come to prominence in the aftermath of the financial crisis of 2007–09.

You do not currently have access to this chapter

Please sign in to access the full content.

Access to the full content requires a subscription

• Table of Cases  
• Table of Legislation  
• List of Abbreviations  
• 1. Introduction  
• 2. The Board  
• 3. Governance and The Shareholders As A Class  
• 4. Markets and The Shareholders As A Class  
• 5. Majority and Minority Shareholders  
• 6. Directors’ Duties  
• 7. Creditors  
• 8. Liability and Enforcement  
• 9. The Social Function of Corporate Law  

External resources

Printed from Oxford Law Trove. Under the terms of the licence agreement, an individual user may print out a single article for personal use (for details see Privacy Policy and Legal Notice).

date: 22 August 2024

• Cookie Policy
• Privacy Policy
• Legal Notice
• Accessibility
• [195.158.225.244]
• 195.158.225.244

Characters remaining 500 /500

Company Law and Companies Act Notes and Study Materials

• Corporate Law Blogs Subject-wise Law Notes
• August 2, 2024

Hello Readers!

This article provides Companies Act, 2013 notes with case laws .  The Companies Act was an Act of the Parliament of India, which enabled companies to be formed by registration, and set out the responsibilities of companies, their directors and secretaries. A company is a “legal” person. A company thus has legal rights and obligations in the same way that a natural person does. Companies Act deals with everything from the incorporation of a company to it’s winding up.

As a learner of Company Law, you can consider it as a  free, online, and self-paced course. As a competitive exams aspirant, you will find it perfect for Judicial Service Exams, UPSC CSE Law Optional, etc. As a reader, this article on Company Law notes is sufficient for you to learn or research Company Law!

Happy Learning!

Note: For books on Company Law, click here .

Introduction to Company and Company Law

Important Doctrines

Memorandum of Association

Articles of Association

Incorporation and Incidental Matters

Corporate Management

Corporate Abuses and Remedies

Corporate Governance

Corporate Social Responsibility

Corporate Breakdown

Related Articles

For books on Company Law, click here .

For notes on other subjects, click here .

For case briefs and analysis, click here .

We hope you found Companies Law notes’ on every topic related to Companies Act. If you think we missed anything, help us by mentioning the details in  this form.

Disclaimer:

We have done our best to provide the right information. However, we don’t claim the content to be genuine. We suggest readers to do check it.

You might like

Difference Between Civil and Criminal Defamation

Employment Notice Period: What Does Indian Law Say?

Dissolution of Marriage in Muslim Law

Leave a reply cancel reply.

Your email address will not be published. Required fields are marked *

Name  *

Email  *

Add Comment  *

Post Comment

• View all courses
• Taught postgraduate study
• Postgraduate taught degree courses
• Postgraduate taught tuition fees
• Pre-masters for international students
• Funding your postgraduate taught studies
• How to apply for a postgraduate taught degree
• Postgraduate offer holders - prepare for your studies
• Pre-sessional English courses
• PhDs and research degrees
• Create your own research project
• Find a PhD project
• Funding your research degree
• How to apply for a PhD or research degree
• How to make a PhD enquiry
• Support while studying your PhD or research degree
• Exchanges and studying abroad
• Undergraduate study
• Undergraduate degree courses
• Foundation year programmes
• Undergraduate tuition fees
• Customise your degree
• Funding undergraduate studies
• How to apply
• Tuition fees and funding
• Short courses
• Lunchtime evening and weekend courses
• Summer schools
• Get a prospectus
• Student life
• Accommodation
• Choose your halls of residence
• Apply for accommodation
• Guaranteed accommodation
• Your accommodation options
• Accommodation for those with additional requirements
• International and pre-sessional students
• Postgraduate accommodation
• Couples and students with children
• Renting privately
• Our accommodation areas
• Privacy notice
• Terms and conditions
• Fees and contracts
• Southampton
• Sports and gyms
• Sports facilities
• Sports clubs
• Watersports centres
• Our campuses
• Avenue Campus
• Boldrewood Innovation Campus
• City Centre Campus
• Highfield Campus
• University Hospital Southampton
• Waterfront Campus
• Winchester Campus
• Join our student community
• What's on
• Clubs and societies
• Sports teams
• SUSU places
• Representing you
• SUSU support and advice
• Support and money
• Living costs
• Academic and mental health support
• Support for disabled students
• Part-time work
• Health services
• Research projects
• Research areas
• Research facilities
• Collaborate with us
• Institutes, centres and groups
• Support for researchers
• Faculties, schools and departments
• Research jobs
• Find people and expertise
• Why work with us?
• Collaboration
• Consultancy
• Commercialisation
• Use our facilities
• Connect with our students
• How we operate
• Make a business enquiry
• International students
• International Office
• Partnerships and initiatives
• Visiting delegations
• Visiting fellowships

Introduction to Company Law

Module overview.

This course provides a 15CAT overview of aspects of Company Law and addresses the corporate entity, the corporate constitution, and the role and duties of directors.

Aims and Objectives

Learning outcomes, transferable and generic skills.

Having successfully completed this module you will be able to:

• analyse and interpret complex statutory material;
• develop and present written arguments supported by appropriate evidence.
• evaluate legal materials and effectively apply them to practical corporate problems;
• analyse and interpret complex case material;

Subject Specific Intellectual and Research Skills

• critically evaluate legal materials by way of statutory interpretation, case analysis;
• analyse legal materials, identify key legal principles and issues and, where appropriate, make constructive criticism;
• communicate effectively knowledge of issues of company law and present reasoned arguments coherently.

Knowledge and Understanding

Having successfully completed this module, you will be able to demonstrate knowledge and understanding of:

• the constitutional structure of a company, and you will be able to explain the contractual basis of the relationship between shareholders and the company and appreciate the division of power between directors and shareholders; you will be able to understand the structure and composition of company boards, and you will be able to understand the general duties of directors and to assess the scope of their authority, and you will be able to rigorously evaluate their fiduciary duties, and comprehend the scope of their common law duties of care and skill;
• the concept of the separate legal personality of a company, and you will be able to consider critically the legal issues presented by corporate and personal liability ;

Module Content

The module is structured and divided into the following sections:

Part I INTRODUCTION -THE CORPORATE ENTITY

1. Introductory Material

2. Corporate Personality

CONSTITUTIONAL ISSUES

3. The Articles of Association

Part II CORPORATE GOVERNANCE

DIRECTORS' ROLE, DUTIES AND RESPONSIBILITIES

4. Directors generally

5. A Statutory Statement of Directors' Duties

6. Distribution of power within the company

7. The General Duties of Directors

8. Directors' Liabilities for Breach of Duty

Learning and Teaching

Teaching and learning methods.

Teaching methods include:

• Lectures with an emphasis on participation by the students in open-textured discussion.
• Small group tutorial work focused on problem solving skills.

Learning activities include:

• Directed reading assisted by reading lists and availability of materials on Blackboard
• Accessing electronic resources in the form of legislation, journals and case materials;
• Reviewing complex statutory material

Hannigan (2021). Company Law . Oxford: Oxford University Press.

This is how we’ll give you feedback as you are learning. It is not a formal test or exam.

• Assessment Type: Formative
• Final Assessment: No
• Group Work: No

This is how we’ll formally assess what you have learned in this module.

This is how we’ll assess you if you don’t meet the criteria to pass this module.

An internal repeat is where you take all of your modules again, including any you passed. An external repeat is where you only re-take the modules you failed.

Repeat Information

Repeat type: Internal & External

• Course modules
• Acoustical engineering
• Biomedical and medical engineering
• Civil engineering
• Every day I’m completely immersed in an environment that’s creative in all aspects
• Everything I learn feels so relevant, even If it’s a subject rooted in the past
• Maritime engineering
• Photonics and optoelectronics
• Social statistics and demography
• A missing link between continental shelves and the deep sea: Have we underestimated the importance of land-detached canyons?
• A seismic study of the continent-ocean transition southwest of the UK
• A study of rolling contact fatigue in electric vehicles (EVs)
• Acoustic monitoring of forest exploitation to establish community perspectives of sustainable hunting
• Acoustic sensing and characterisation of soil organic matter
• Advancing intersectional geographies of diaspora-led development in times of multiple crises
• Aero engine fan wake turbulence – Simulation and wind tunnel experiments
• Against Climate Change (DACC): improving the estimates of forest fire smoke emissions
• All-in-one Mars in-situ resource utilisation (ISRU) system and life-supporting using non-thermal plasma
• An electromagnetic study of the continent-ocean transition southwest of the UK
• An investigation of the relationship between health, home and law in the context of poor and precarious housing, and complex and advanced illness
• Antibiotic resistance genes in chalk streams
• Being autistic in care: Understanding differences in care experiences including breakdowns in placements for autistic and non-autistic children
• Biogeochemical cycling in the critical coastal zone: Developing novel methods to make reliable measurements of geochemical fluxes in permeable sediments
• Bloom and bust: seasonal cycles of phytoplankton and carbon flux
• British Black Lives Matter: The emergence of a modern civil rights movement
• Building physics for low carbon comfort using artificial intelligence
• Building-resolved large-eddy simulations of wind and dispersion over a city scale urban area
• Business studies and management: accounting
• Business studies and management: banking and finance
• Business studies and management: decision analytics and risk
• Business studies and management: digital and data driven marketing
• Business studies and management: human resources (HR) management and organisational behaviour
• Business studies and management: strategy, innovation and entrepreneurship
• Carbon storage in reactive rock systems: determining the coupling of geo-chemo-mechanical processes in reactive transport
• Cascading hazards from the largest volcanic eruption in over a century: What happened when Hunga Tonga-Hunga Ha’apai erupted in January 2022?
• Characterisation of cast austenitic stainless steels using ultrasonic backscatter and artificial intelligence
• Climate Change effects on the developmental physiology of the small-spotted catshark
• Climate at the time of the Human settlement of the Eastern Pacific
• Collaborative privacy in data marketplaces
• Compatibility of climate and biodiversity targets under future land use change
• Cost of living in modern and fossil animals
• Creative clusters in rural, coastal and post-industrial towns
• Deep oceanic convection: the outsized role of small-scale processes
• Defect categories and their realisation in supersymmetric gauge theory
• Defining the Marine Fisheries-Energy-Environment Nexus: Learning from shocks to enhance natural resource resilience
• Design and fabrication of next generation optical fibres
• Developing a practical application of unmanned aerial vehicle technologies for conservation research and monitoring of endangered wildlife
• Development and evolution of animal biomineral skeletons
• Development of all-in-one in-situ resource utilisation system for crewed Mars exploration missions
• Ecological role of offshore artificial structures
• Effect of embankment and subgrade weathering on railway track performance
• Efficient ‘whole-life’ anchoring systems for offshore floating renewables
• Electrochemical sensing of the sea surface microlayer
• Engagement with nature among children from minority ethnic backgrounds
• Enhancing UAV manoeuvres and control using distributed sensor arrays
• Ensuring the Safety and Security of Autonomous Cyber-Physical Systems
• Environmental and genetic determinants of Brassica crop damage by the agricultural pest Diamondback moth
• Estimating marine mammal abundance and distribution from passive acoustic and biotelemetry data
• Evolution of symbiosis in a warmer world
• Examining evolutionary loss of calcification in coccolithophores
• Explainable AI (XAI) for health
• Explaining process, pattern and dynamics of marine predator hotspots in the Southern Ocean
• Exploring dynamics of natural capital in coastal barrier systems
• Exploring the mechanisms of microplastics incorporation and their influence on the functioning of coral holobionts
• Exploring the potential electrical activity of gut for healthcare and wellbeing
• Exploring the trans-local nature of cultural scene
• Facilitating forest restoration sustainability of tropical swidden agriculture
• Faulting, fluids and geohazards within subduction zone forearcs
• Faulting, magmatism and fluid flow during volcanic rifting in East Africa
• Fingerprinting environmental releases from nuclear facilities
• Flexible hybrid thermoelectric materials for wearable energy harvesting
• Floating hydrokinetic power converter
• Glacial sedimentology associated subglacial hydrology
• Green and sustainable Internet of Things
• How do antimicrobial peptides alter T cell cytokine production?
• How do calcifying marine organisms grow? Determining the role of non-classical precipitation processes in biogenic marine calcite formation
• How do neutrophils alter T cell metabolism?
• How well can we predict future changes in biodiversity using machine learning?
• Hydrant dynamics for acoustic leak detection in water pipes
• If ‘Black Lives Matter’, do ‘Asian Lives Matter’ too? Impact trajectories of organisation activism on wellbeing of ethnic minority communities
• Illuminating luciferin bioluminescence in dinoflagellates
• Imaging quantum materials with an XFEL
• Impact of neuromodulating drugs on gut microbiome homeostasis
• Impact of pharmaceuticals in the marine environment in a changing world
• Impacts of environmental change on coastal habitat restoration
• Improving subsea navigation using environment observations for long term autonomy
• Information theoretic methods for sensor management
• Installation effect on the noise of small high speed fans
• Integrated earth observation mapping change land sea
• Interconnections of past greenhouse climates
• Investigating IgG cell depletion mechanisms
• Is ocean mixing upside down? How mixing processes drive upwelling in a deep-ocean basin
• Landing gear aerodynamics and aeroacoustics
• Lightweight gas storage: real-world strategies for the hydrogen economy
• Long-term change in the benthos – creating robust data from varying camera systems
• Machine learning for multi-robot perception
• Marine ecosystem responses to past climate change and its oceanographic impacts
• Mechanical effects in the surf zone - in situ electrochemical sensing
• Microfluidic cell isolation systems for sepsis
• Migrant entrepreneurship, gender and generation: context and family dynamics in small town Britain
• Miniaturisation in fishes: evolutionary and ecological perspectives
• Modelling high-power fibre laser and amplifier stability
• Modelling soil dewatering and recharge for cost-effective and climate resilient infrastructure
• Modelling the evolution of adaptive responses to climate change across spatial landscapes
• Nanomaterials sensors for biomedicine and/or the environment
• New high-resolution observations of ocean surface current and winds from innovative airborne and satellite measurements
• New perspectives on ocean photosynthesis
• Novel methods of detecting carbon cycling pathways in lakes and their impact on ecosystem change
• Novel technologies for cyber-physical security
• Novel transparent conducting films with unusual optoelectronic properties
• Novel wavelength fibre lasers for industrial applications
• Ocean circulation and the Southern Ocean carbon sink
• Ocean influence on recent climate extremes
• Ocean methane sensing using novel surface plasmon resonance technology
• Ocean physics and ecology: can robots disentangle the mix?
• Ocean-based Carbon Dioxide Removal: Assessing the utility of coastal enhanced weathering
• Offshore renewable energy (ORE) foundations on rock seabeds: advancing design through analogue testing and modelling
• Optical fibre sensing for acoustic leak detection in buried pipelines
• Optimal energy transfer in nonlinear systems
• Optimizing machine learning for embedded systems
• Oxidation of fossil organic matter as a source of atmospheric CO2
• Partnership dissolution and re-formation in later life among individuals from minority ethnic communities in the UK
• Personalized multimodal human-robot interactions
• Preventing disease by enhancing the cleaning power of domestic water taps using sound
• Quantifying riparian vegetation dynamics and flow interactions for Nature Based Solutions using novel environmental sensing techniques
• Quantifying the response and sensitivity of tropical forest carbon sinks to various drivers
• Quantifying variability in phytoplankton electron requirements for carbon fixation
• Resilient and sustainable steel-framed building structures
• Resolving Antarctic meltwater events in Southern Ocean marine sediments and exploring their significance using climate models
• Robust acoustic leak detection in water pipes using contact sound guides
• Silicon synapses for artificial intelligence hardware
• Smart photon delivery via reconfigurable optical fibres
• The Gulf Stream control of the North Atlantic carbon sink
• The Mayflower Studentship: a prestigious fully funded PhD studentship in bioscience
• The calming effect of group living in social fishes
• The duration of ridge flank hydrothermal exchange and its role in global biogeochemical cycles
• The evolution of symmetry in echinoderms
• The impact of early life stress on neuronal enhancer function
• The oceanic fingerprints on changing monsoons over South and Southeast Asia
• The role of iron in nitrogen fixation and photosynthesis in changing polar oceans
• The role of singlet oxygen signaling in plant responses to heat and drought stress
• Time variability on turbulent mixing of heat around melting ice in the West Antarctic
• Triggers and Feedbacks of Climate Tipping Points
• Uncovering the drivers of non-alcoholic fatty liver disease progression using patient derived organoids
• Understanding recent land-use change in Snowdonia to plan a sustainable future for uplands: integrating palaeoecology and conservation practice
• Understanding the role of cell motility in resource acquisition by marine phytoplankton
• Understanding the structure and engagement of personal networks that support older people with complex care needs in marginalised communities and their ability to adapt to increasingly ‘digitalised’ health and social care
• Unpicking the Anthropocene in the Hawaiian Archipelago
• Unraveling oceanic multi-element cycles using single cell ionomics
• Unravelling southwest Indian Ocean biological productivity and physics: a machine learning approach
• Using acoustics to monitor how small cracks develop into bursts in pipelines
• Using machine learning to improve predictions of ocean carbon storage by marine life
• Vulnerability of low-lying coastal transportation networks to natural hazards
• Wideband fibre optical parametric amplifiers for Space Division Multiplexing technology
• Will it stick? Exploring the role of turbulence and biological glues on ocean carbon storage
• X-ray imaging and property characterisation of porous materials
• Postgraduate Taught Diversity Scholarship (Environmental and Life Sciences)
• Southampton Business School Postgraduate UK Scholarship
• Southampton Genomics Talent Scholarship
• Southampton History Patricia Mather and Helen Patterson Scholarship
• Southampton MA Holocaust scholarships
• Southampton Philosophy David Humphris-Norman Scholarship
• Southampton UK Alumni Music Scholarship
• The National Institute for Health and care Research South Central INSIGHT Programme
• Winchester School of Art Progression Scholarship
• Southampton Physics and Astronomy Achievement Scholarship
• GREAT Scholarships 2024 – Greece
• Undergraduate scholarships for UK students
• Winchester School of Art Postgraduate Global Talent Scholarship
• Engineering Global Talent Scholarship
• Southampton University Corporate Civil Engineering Scholarship Scheme
• Merit scholarships for international postgraduates
• Merit scholarships for international undergraduates
• Scholarships, awards and funding opportunities
• Becas Chile Scholarship
• Chevening Scholarships
• China Scholarship Council Scholarships
• COLFUTURO Scholarships
• Commonwealth Distance Learning Scholarships
• Commonwealth Master's Scholarships
• Commonwealth PhD Scholarships
• Commonwealth PhD Scholarships for high income countries
• Commonwealth Shared Scholarships
• Commonwealth Split-Site Scholarships
• FIDERH Scholarships
• Fulbright Awards
• FUNED Scholarships
• Great Scholarships 2024 – India
• Great Scholarships 2024 – Bangladesh
• Great Scholarships 2024 – Mexico
• Great Scholarships 2024 – Nigeria
• Marshall Scholarship
• Saïd Foundation Scholarships
• British Council Scholarships for Women in STEM
• Xiamen University PhD Scholarships
• GREAT scholarships for justice and law 2024 – Indonesia
• Scholarship terms and conditions
• Southampton Education Civic Scholarship
• Southampton Ageing and Gerontology Talent Scholarship
• Southampton Canadian Prestige Scholarship for Law
• Southampton Presidential International Scholarship
• Continuing professional development
• Archers Road
• City Gateway
• Erasmus Park
• Highfield Hall
• Orion Point
• Wessex Lane
• Cancer Sciences Protein Facility
• Geotechnical Centrifuge
• Maritime Robotics and Instrumentation Laboratory (MRIL)
• Active Living
• Advanced Fibre Applications
• Advanced Laser Laboratory
• Advanced Project Management Research Centre
• Antibody and Vaccine Group
• Astronomy Group
• Autism Community Research Network @ Southampton (ACoRNS)
• Bioarchaeology and Osteoarchaeology at Southampton (BOS)
• Bladder and Bowel Management
• Cell and Developmental Biology
• Centre for Defence and Security Research
• Centre for Developmental Origins of Health and Disease
• Centre for Digital Finance
• Centre for Eastern European and Eurasian Studies (CEEES)
• Centre for Empirical Research in Finance and Banking (CERFIB)
• Centre for Geometry, Topology, and Applications
• Centre for Global Englishes
• Centre for Global Health and Policy (GHaP)
• Centre for Health Technologies
• Centre for Healthcare Analytics
• Centre for Human Development, Stem Cells and Regeneration
• Centre for Imperial and Postcolonial Studies
• Centre for Inclusive and Sustainable Entrepreneurship and Innovation (CISEI)
• Centre for International Film Research (CIFR)
• Centre for International Law and Globalisation
• Centre for Internet of Things and Pervasive Systems
• Centre for Justice Studies
• Centre for Linguistics, Language Education and Acquisition Research
• Centre for Machine Intelligence
• Centre for Maritime Archaeology
• Centre for Medieval and Renaissance Culture (CMRC)
• Centre for Modern and Contemporary Writing (CMCW)
• Centre for Music Education and Social Justice
• Centre for Political Ethnography (CPE)
• Centre for Research in Accounting, Accountability and Governance
• Centre for Research on Work and Organisations
• Centre for Resilient Socio-Technical Systems
• Centre for Transnational Studies
• Child and Adolescent Research Group
• Clinical Ethics, Law and Society (CELS)
• Computational Nonlinear Optics
• Cyber Security Academy
• Data Science Group
• Digital Oceans
• EPSRC and MOD Centre for Doctoral Training in Complex Integrated Systems for Defence and Security
• Economic Theory and Experimental Economics
• Economy, Society and Governance
• Electrical Power Engineering
• Environmental Hydraulics
• Gas Photonics in Hollow Core Fibres 
• Geochemistry
• Global Health (Demography)
• Global Health Community of Practice
• Gravity group
• Healthy Oceans
• High Power Fibre Lasers
• Hollow Core Fibre
• Human Genetics and Genomic Medicine
• Infrastructure Group
• Institute of Maritime Law (IML)
• Integrated Photonic Devices
• Integrative Molecular Phenotyping Centre
• Interdisciplinary Musculoskeletal Health
• International Centre for Ecohydraulics Research (ICER)
• Language Assessment and Testing Unit (LATU)
• Laser-Direct-Write (LDW) Technologies for Biomedical Applications
• Law and Technology Centre
• Long Term Conditions
• Magnetic Resonance
• Mathematical Modelling
• Medicines Management
• Molecular and Precision Biosciences
• Multiwavelength Accretion and Astronomical Transients
• National Biofilms Innovation Centre (NBIC)
• National Centre for Research Methods
• National Infrastructure Laboratory
• Nature-Based Ocean Solutions
• Nonlinear Semiconductor Photonics
• Ocean Perception Group
• Operational Research
• Optical Engineering and Quantum Photonics Group
• Paediatrics and Child Health - Clinical and Experimental Sciences
• People, Property, Community
• Photonic Systems, Circuits and Sensors Group
• Physical Optics
• Primary Care Research Centre
• Product Returns Research Group (PRRG)
• Quantum, Light and Matter Group
• Silica Fibre Fabrication
• Silicon Photonics
• Skin Sensing Research Group
• Southampton Centre for Nineteenth-Century Research
• Southampton Ethics Centre
• Southampton Health Technology Assessments Centre (SHTAC)
• Southampton High Energy Physics group
• Southampton Imaging
• Southampton Theory Astrophysics and Gravity (STAG) Research Centre
• Stefan Cross Centre for Women, Equality and Law
• String theory and holography
• The India Centre for Inclusive Growth and Sustainable Development
• The Parkes Institute
• Tony Davies High Voltage Laboratory
• Ultrafast X-ray Group
• Vision Science
• WSA Exchange
• Work Futures Research Centre (WFRC)
• Departments

• For students

All students must change their password since 7 May.

Edit content at umu.se

• Find courses and programmes
• Library search tool
• Search the legal framework

WELCOME TO THE COURSE

Introduction to Business Law

You have been admitted to the course Introduction to Business Law at Department of Law, Umeå University. In these pages you will find useful information about the course. If you are not planning on attending the course, please decline the course at Universityadmissions.se. If you have any questions, you are welcome to contact us. You will find our contact information at the end of this letter. Welcome to the course, we hope that you will enjoy your period of studies here in Umeå!

How to start

1. reply to your offer.

Have you been admitted to a course or programme, but do not wish to keep your place? Then you should decline your offer by logging in to your account at Universityadmissions.se . In doing so, you free up your place to someone who is on the waiting list.

Support for students with disabilities

If you are in need of special support due to disability, you should apply for that in good time before you start your studies. Find more information about support for studying with disabilities.

2. Activate your user account and MFA

As a new student, you need to activate your user account (your Umu-id) approximately two weeks prior to the start of the semester .

With your user account you can:

• register for courses
• access the internet in computer labs and the university's wireless network
• submit assignments and verify your study results
• access your student e-mail

If you are a new student, you will automatically receive a user account when you are admitted, but you will need to activate it for it to function properly. You will not be able to activate it until approximately two weeks prior to the start of the semester.

Install MFA for a more secure login To increase security and reduce the risk of unauthorised access to your information or account, students must enable multi-factor authentication (MFA) to log in to various systems, such as Canvas and the Student Web.

I want to activate my user account and install MFA

Exchange student or tuition fee paying student

If you are an exchange student or tuition fee paying student, you will receive an email with instructions on how to activate your account.

Help! It´s not working

If you are having problems activating your account or logging in, please contact our Servicedesk . You will find answers to common questions, and can submit enquiries.

3. Course registration

In order to start your studies at the course, you need to register for the course in Ladok between 25 October and 4 November. Otherwise you risk losing your place (seat) at the course. You also need to be registered to be able to follow the course and to get your results recorded during the course. 

To be able to sign in and register online, you need to have activated your Umu-id account.

I want to activate my Umu-id

Course registration at Ladok

I have an activated Umu-id and forgot my password

4. Course start

Monday 4 November

Location: Hörsal UB.A.230 - Lindellhallen 3

About the course

Welcome to the course.

What will you learn?

The aim of the course is to provide an introduction to international business law. The course begins with an overview of the legal framework for international business law. The second portion of the course deals with the international sale of goods and services on an international and comparative level. The third and final portion of the course deals with conflicts in international business relations and conflict resolution.

For expected learning outcomes, see the syllabus: https://www.umu.se/en/education/courses/introduction-to-business-law/syllabus/ .

The teaching during the course, including literature and examination, is done in English.

Learning is supported by problem-based learning (PBL) and is mainly based on concrete case-based problems that students prepare and discuss in PBL groups before the seminar. The findings are then presented and discussed during seminars. Through lectures, subject areas are introduced or specific elements are given special attention. The oral and written skills training is mainly integrated with other teaching. The seminars are compulsory.

At the start of the course, you will be divided into study groups of about 4-5 students. In these groups you will prepare the seminar assignments. Much of the learning will take place working with the seminar assignments. This requires you to take a great deal of responsibility in the learning process by preparing thoroughly before the seminars by yourself and with your study group. This is necessary to understand the discussions during the seminars.

Examination

The examination is based on two parts: The active participation in seminars including completion of oral and written presentation assignments in connection with seminars and the completion of the final written individual hall exam.

Good to know

The course has a website in Canvas, where important information and educational materials are posted. You use your Umu ID to log in there. https://www.umu.se/en/student/we-can-assist-you/it-services/umu-id/ .  

Jennifer Edlund is academically responsible for the course. If you have any problems or questions of academic nature, you can e-mail [email protected] .    

New at Umeå University

Checklist for admitted students

Follow this simple list of things to complete your enrolment at Umeå University. It includes: how to secure housing, getting a residence permit (for citizens from outside the EU/EEA and Switzerland), tuition payment (if applicable), travel directions and more.

To the checklist for admitted Students

The Student web

The website for current students has all sorts of information about services, support, legal and practical matters at Umeå University. You can sign in to the learning platforms, see your schedule and course overview, get a study certificate, apply for a degree or sign up for an examination.

Student life begins here

Recommended arrival times

International students are recommended to arrive at least a few days before the start of the regular semester, preferably prior to the Orientation. If you fail to arrive on time, you have to contact the study counselor as soon as possible, but no later than one week ahead of the course start, or you may not be able to register for the programme or course.

If you will have student housing through the Housing Office at Umeå University you will receive information about your arrival in your offer of housing.

Don't forget - Umeå has cold winters, so pack accordingly with a warm jacket, warm shoes, gloves and hat.

Orientation

Moving to a new country with an unfamiliar language, culture and customs can be a challenge. We would like to help you and ease that challenge so that you can focus on your studies. Therefore, we would like to offer you the possibility to take part in our Orientation, which begins a few days before the start of the semester (Autumn) or the same day as the semester starts (Spring).

More about the Orientation this semester.

Welcome Fair

Are you a new student at Umeå University? Visit the Welcome Fair – a perfect opportunity to learn what our university and Umeå can offer. The fair normally takes place in the beginning of each semester.

Get your UmU card

When you are on Campus Umeå, Umeå Arts Campus or Campus Örnsköldsvik, you will need a UmU card. The card has the following functions:

• building access
• borrowing card for the University Library system
• copying and printing card.

To get the card, you need to apply for it.  Here’s how to apply for the UmU card.

Join a student union

There are three student unions at Umeå University:

• Umeå Student Union
• Umeå Student Union of Science and Technology
• Umeå Medical and Health Sciences Student Union.

They are actively involved so that fellow students have a high quality of education, good working environment, and fun leisure time.

Become a member of a student union!

Access to Microsoft Office 365

Students at Umeå University have free access to the programmes of Microsoft Office 365. This means that you have access to Teams, Word, Excel, Powerpoint, Whiteboard Forms, your student email and other services which can facilitate your studies and your collaboration with other students. To access Office 365 you need to activate your UmU-id. 

Learn more about Office 365 and how to install it on your computer

Message was not sent

Your message could not be sent because it took too long from the point when you started typing until you clicked Send.

Please click Reload in order to type your message again and then send it.

Text that you already have typed may be lost when you reload the page.

Please be aware that the University is a public authority and that what you write here can be included in an official document. Therefore, be careful if you are writing about sensitive or personal matters in this contact form. If you have such an enquiry, please call us instead. All data will be treated in accordance with the General Data Protection Regulation .

Crash of a Tupolev TU-104B in Moscow: 122 killed

MOSCOW - RUSSIA

Ewf b.v east west forwarding.

Edelveis, Right Entrance, 2nd Floor Davidkovskaja, 121352 Moscow, Russia

• Phone: +7 495 938-99-66
• Mobile: +7 495-997-0977
• Fax: +7 495 938-99-67
• email: [email protected]
• web: www.eastwestforwarding.com

Company Profile

• LIST WITH US

To: EWF B.V EAST WEST FORWARDING

Enter the security code:

+7 495 938-99-67

+7 495-997-0977

+7 495 938-99-66

Directory of Freight Forwarders, Cargo Agents, Shipping Companies, Air, Ocean, Land, Logistics and Transportation Brokers

FMC Eurasia LLC

Legal entity identifier (lei) details.