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    Course - Company & Partnership Law

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    Antasha James
    This document provides an overview of an introduction to company law course. It outlines 10 topics that will be covered including incorporation, management of companies, duties of directors, shareholder rights, and corporate financing.

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    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd

    Course - Company & Partnership Law

    Uploaded by

    Antasha James
    4 views3 pages
    This document provides an overview of an introduction to company law course. It outlines 10 topics that will be covered including incorporation, management of companies, duties of directors, shareholder rights, and corporate financing.

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    Course_ Company & Partnership Law

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    This document provides an overview of an introduction to company law course. It outlines 10 topics that will be covered including incorporation, management of companies, duties of directors, shareholder rights, and corporate financing.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    4 views3 pages

    Course - Company & Partnership Law

    Uploaded by

    Antasha James
    This document provides an overview of an introduction to company law course. It outlines 10 topics that will be covered including incorporation, management of companies, duties of directors, shareholder rights, and corporate financing.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 3

     General Collapse all

    FORUM
    Announcements

     Introduction to Company Law

    In this course we consider the various stages of the ‘corporate lifespan’ - conception, birth, development and expansion, decline and
    demise. The terms ‘company’ and ‘corporation’ are used interchangeably throughout this course as they bear the same meaning –
    separate corporate legal personality.

    To facilitate your learning at this early stage of your studies, it is also important to gain an understanding of the structure and purposes of
    the Companies Act, 1997. Companies are creatures of statute and must therefore be governed by the statute itself, as Lord Halsbury LC
    remarked in Salomon v Salomon & Co Ltd [1897] AC 22:

    My Lords, the important question in this case, I am not certain it is not the only question, is whether the respondent company was a
    company at all—whether in truth that artificial creation of the Legislature had been validly constituted in this instance; and in order to
    determine that question it is necessary to look at what the statute itself has determined in that respect. I have no right to add to the
    requirements of the statute, nor to take from the requirements thus enacted. The sole guide must be the statute itself.

    FILE
    In troduction to Company Law

     Topic 2

    In this topic we consider the process of incorporation or registration of a company under the Companies Act 1997, legal effects of
    incorporation, how to become a shareholder, the different types of companies and how the corporate veil can be lifted.

    FILE
    Incorporation and its consequences

     Topic 3 
    In this topic we will consider the purpose and effect of a company’s constitution and the replaceable rules. This area of law changed
    significantly with the changes introduced in 1997 with the introduction of the new Companies Act.

    FILE
    The Replaceable Rules and the Constitution

     Topic 4

    A company is an artificial legal entity. It can act only through the agency of humans. A company may be bound to a contract or other
    transaction through an agent acting for the company, which is the principal. A company may also be bound to a contract entered into by
    the company directly by attaching the company seal. The acts of two organs of the company - the board of directors and the company in
    general meeting - are in law the acts of the company itself. This topic looks at the management of the company by the board of directors.
    Topic 6 considers the duties and liabilities of directors.

    The board of directors is extremely important in the management of any company. In this topic, we consider the authority and powers of
    the board of directors, the authority of managing directors and individual directors, how directors are appointed and removed, and the
    legal restrictions on appointment. We also look briefly at the appointment and authority of a company secretary and of a public officer
    under the Income Tax Act 1959.

    FILE
    Management of Companies

     Topic 5
    In this topic we will examine the company’s relationship with outsiders. Particularly we examine
    how a company binds itself to contracts with outsiders and how it becomes liable for torts and
    crimes.

    FILE
    The Company's Relations with Outsiders

     Topic 6

    FILE
    Duties of Directors
    As the management powers of a company is vested by law in the board of directors, the law also imposes specific duties on individual directors. In this topic we
    examine these duties imposed by the Companies Act, common law and equity and case law.

    FILE
    ASIC's expectation of directors

     Topic 7

    FILE
    Meetings of shareholders

     Topic 8

    FILE
    Shareholders powers, rights and remedies

     Topic 9

    FILE
    Corporate Financing - Share Capital

     Topic 10

    FILE
    Corporate Financing - Loan Capital

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