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Foundational and constitutional issues in company law


The course will provide you with the skills needed to analyse the theory and statutory structure of the key foundational and constitutional issues in company law allow you to apply those skills in practice through critical assessment of literature and the jurisprudence of the United Kingdom courts. The course will begin by looking at the history and theory of business organisations and provide an overview of their type and function. We will also explore the consequences of promoting and incorporating a company for those inside and outside the company, learn about ultra vires, the articles of association and shareholders’ agreements and about issues surrounding majority rule and minority protection.

Module A: Company law foundational issues I


  • Introduction
  • Corporate theory
  • The types and functions of companies

Module B: Company law foundational issues II


  • Company formation, promoters and pre-incorporation contracts
  • Corporate personality and limited liability
  • Lifting the veil of incorporation

Module C: Company law constitutional issues I


  • The ultra vires doctrine and other attributions issues (tort - corporate crime)
  • The articles of association and shareholders agreements

Module D: Company law constitutional issues II


  • Majority rule
  • Minority protection


Each module is assessed by a 45-minute unseen written exam.


It is strongly recommended you attempt Module A first.

How to apply

You can apply to study a module individually as a standalone unit or as part of a Postgraduate Certificate, Postgraduate Diploma or Master of Laws qualification. (In either scenario, they must be studied in order.)

These modules also contribute towards the following specialist pathways for Laws:

  • Commercial and Corporate Law
  • Common Law
  • International Business Law

Apply via Postgraduate Laws.

Study Material

Academic Co-ordinator

 Professor Alan Dignam

Professor Alan Dignam

Professor Alan Dignam graduated from Trinity College Dublin in 1990. He received his doctorate in 1995. He joined Queen Mary, University of London in 1998 having been a lecturer in law at Dublin City University and Sussex University. His major research interests are company law, corporate governance and the application of Constitutional Rights/Human Rights to corporations.

Professor John Lowry

Professor John Lowry

Professor John Lowry is the Course Convenor for Corporate finance and management issues in company law and Foundational and constitutional issues in company law.

John joined the UCL Faculty of Laws in 2004 having moved from the Centre for Commercial Law Studies at Queen Mary University, London. He has taught law in Hong Kong, the USA (New Jersey) and practised in Canada specialising in corporate litigation. He has written widely in domestic and international journals on directors’ fiduciary obligations, shareholder remedies and insurance law. He is the Company Law section editor for the Journal of Business Law and the Case Review editor for International Corporate Rescue. He is also an editor of The Company Lawyer and has been a contributing editor to Gore-Browne on Companies. During 2000-2002 he was an Associate Senior Research Fellow at the Institute of Advanced Legal Studies. In 2001 he was a Visiting Fellow at the University of Connecticut, Centre for Insurance Law Research and is an Honorary Fellow at Monash University. In 2016 John was appointed the Cheng Yu Tung Visiting Professor at the University of Hong Kong.