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Foundational and constitutional issues in company law

Module information>

Academic Direction
UCL, Queen Mary University of London
Modes of Study

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.

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