C/L/214. Director's Duties

The paper examines fiduciary duties imposed by law on directors defining the legal status of these duties, and discussing the duty of loyalty, the duty to act in good faith, the duty to exercise powers for a proper purpose, etc. Provisions of the Companies Act related to director's duties are applied to law case studies.

C/L/221. Limited liability partnerships are a hybrid of the private limited company and a traditional partnership. To what extent do you think that this statement is true?

The paper looks at the Limited Liability Partnership (LLP) Act 2000 examining whether LLP is a hybrid of company law and traditional partnership law. It is argued whether traditional partnerships should be given separate legal personality under English Law.

S/L/101. Corporate social responsibility sounds fine in theory but is not workable in practice. Shareholder value is the only means to societyÌs well being

This paper discusses the concept of corporate social responsibility (CSR) and its workability. The analysis on CSR is conducted on three levels: at the first level it is assessed if the plain self-commitment of the firms is enough to achieve it. At the other two levels it is considered if CSR can be reached through a review of Company Law, and, eventually, how. In that perspective, two models of corporations and the related interests will be taken into consideration: the stakeholder-model and the shareholder-oriented model.

S/L/94. In relation to directorsÌ duties, discuss the nature and scope of the Ëcorporate opportunitiesÌ doctrine and analyse whether the approach set out in the Company Law Reform Bill in this regard is appropriate

This paper discusses the nature and scope of the corporate opportunities doctrine in relation to directors' duties. Moreover, it analyses whether the approach set out in the Company Law Reform Bill in this regard is appropriate.

P/F/504. Legal actions against auditors

The paper argues whether auditors can be used as a form of insurance for the shareholders of failed companies. The regulations of the auditing profession are described including the duty of care, independence of interest, etc. Claims in negligence against auditors in English courts are reviewed.

P/L/156. Breach of directors’ duty to company: case studies and legal advice

The paper examines a law case related to the power of shareholders and directors reviewing judicial academic literature on the topic, the Civil Procedure Rules 1998, the Companies Act, etc. Law cases with similar claims are reviewed; their relevance to the analysed case is discussed.

P/L/155. Company law reform proposals

The paper examines the legal aspects of directors’ duties in the context of the current reform proposals in the area of company law. The report of the Company Law Reform Steering Group is discussed; the cases related to a clash of interests between the shareholders and the directors are reviewed.

C/L/96. The Status, Powers and Duties of the Company Secretary

This paper deals with the changing role that the company secretary has seen in the past 150 years. He has evolved from a ‘mere servant’ to a fully fledged officer of the company. As a result, his powers to bind the company have increased and it would be appropriate for companies and boards of directors to put more attention on the selection and supervision of their company secretary than they may have done in the past.

E/L/14. UK legislation on corporate governance: directors vs. investors

The paper examines the legal aspects of corporate governance focusing on potential conflicts of interest between the shareholders and the directors. Legislation on related issues is discussed including the Company Law Review (CLR), the Code of Best Practice for Corporate Governance, the Companies Act 1985, the Companies Directors Disqualification Act 1986 (CDDA), etc.

P/L/119. UK security standards: case study of BS7799

The paper addresses the issues of information security management in the UK examining the history, structure and role of BS7799 security standard. Foundations for its success in the UK and overseas, e.g. in Hong Kong, are outlined. Alternative certification standards applied in other countries are described.

C/L/93. Company Law Reform Act

This paper looks at the Company Law Review process and its emphasis on putting small businesses first. It looks particularly at the decision not to create a new legal form specifically for small companies but rather to re-orientate the company law regime as it stands to meet the needs of small businesses better. It also criticises the failure of the CLR to review LLPs and the law of partnership.

P/L/97. Dissertation. UK insolvency law and corporate rescue

The dissertation aims to investigate the issues of corporate insolvency in the UK changed under the Enterprise Act 2002. The implications of the Act are subjected to analysis. The review of literature covers the history of insolvency and bankruptcy, the changes in the European and UK bankruptcy law, company / business rescue issues, trends in bankruptcy over the UK, economic rationale for the insolvency law, costs of financial distress, risks for investors, etc. The benefits and limitations of the Act are evaluated and discussed. Conclusions are made about the role of corporate rescue in UK insolvency law.

C/L/69. Uncertainty as to in which circumstances the courts will lift the veil of incorporation

It is argued in this work that the courts have been very unclear to state in their decisions, the circumstances under which they will be prepared to disregard separate legal status of the company (lift the veil of incorporation). The work examines relative amount of case law and concluded that the courts have been clearer in stating circumstances were they would not lift the veil of incorporation, but remain silent on the circumstances when they will.

C/L/68. Circumstances where the courts will lift the veil of incorporation

In this work it is proposed that despite the fact that there are circumstances when the court have held to lift the veil of incorporation, on the whole there are not that many case where they will. It will be explained, through examination of the case law and the decisions of the judges in the case law, that there is a general reluctance amongst the judges to lift the veil of incorporation.

S/L/59. Benefits and legal consequences of changing from a partnership to companies

This essay answers specific questions about the benefits and legal consequences of changing from a partnership to companies. All legislation and relevant statutory provisions are detailed. The following questions are addressed: How can they minimize the risk to the assets to be transferred to the company should the business fail? What provisions should be included in the Articles of Association to ensure that Lorraine and Brenda can retain control over the business? To what extent can the companys financial affairs be kept secret from the public? What statutory books and registers must be kept at the companys Chancery Lane premises and what may be kept at the trading premises in Essex? What are the rights of the members, the creditors and the general public to inspect these books and registers? To what extent, if any, could Lorraine or Brenda or both incur personal liability for the companys debts if the business fails? Prior to incorporation, Lorraine, as promoter, entered into a contract to purchase office accommodation for ‘South East Antique Shop from Alfie; but now Alfie does not want to honor the contract.

P/L/85. Duties and liabilities of directors

The paper looks at the duties and liabilities of directors including fiduciary duties; duties of care, skills and diligence; disclosure obligations regarding directors activities. Procedures of directors removal are described. Case studies are provided to illustrate each issue under discussion.

P/L/83. Legal advice for firms that have contracts with a pre-incorporated company

This essay gives legal advice for two firms who have dealt with a company before that company had been incorporated. Contracts were drawn up a month before the defendant had incorporated his company. Now the company is incorporated it has a dispute on the contracts made with the plaintiffs. The first part advises the first company as to its legal situation and explains what common law and statute has to say about the situation. Possible remedies are then discussed. The second part advises the second company making similar references to common law and the Companies Act 1985.

P/L/82. Does EU need a corporate governance reform?

The paper looks at the problem of harmonisation of corporate governance in the EU. A review of legislation on corporate governance is supported by an outline of the recent developments in EU including Enron scandal, arguing the need of the reform to enhance international standards in corporate governance.

S/L/51. A critical evaluation of the various “rescue” regimes introduced by the Insolvency Act 1986 and subsequent insolvency legislation

Evaluating the rescue regimes requires analysing the available regimes in the Insolvency Act 1986, and that through demonstrating the differences and the aims of each regime, the interested parties and the reluctant parties in initiating certain methods. In the meanwhile this paper will be looking at the subsequent amendments to the insolvency, which mainly have come with set of laws that support the concept of the rescue culture. This paper is concerned only with the insolvent companies with some indications to the individuals rescue regimes when appropriate.

S/L/50. CRITICAL EVALUATION FOR THE NATURE OF SHARES IN REGISTED COMPANIES

The aim of this assignment is to look at the common law findings regarding the issue of shares nature; it will lay down some academic interpretations for these findings. Consequently, we will be able to touch the consisting elements of a share. The nature of shares is not satisfactory defined. Nevertheless, evaluating the nature of shares, although not completely agreed upon, it is essential for the purposes of understanding the nature and classification of membership and the relation and/or the differences between members/shareholders, as well as to perceive the qualities and properties extent in shares and share certificates.

P/L/69. Common market: on the harmonization of the European company law

The paper addresses the problems of harmonizing the European company and capital laws for the Common Market member states discussing the diversity of national legal systems and corporate governance in the UK, Germany and France. The history of European Economic Community (EEC) is reviewed; the instruments and limitations for promoting the harmonization of company law are described.

C/L/61. Case Study of the three major supermarkets in hypothetical country

This is the answer question to the hypothetical case, whereby three largest supermarkets have developed a project, and thus committed several violations of competition law nationally and internationally. The answer is largely analytical one whereby it is analysed what effects such project has not only on the scale of international and national competition policy but also how it affects the suppliers. The work contains sufficient amount of legal rules and rights that provide for an adequate advice, as required by the question.

P/L/67. Legal issues of market power

The paper discusses the market power provision of the Trade Practices Act (TPA) arguing that the legitimate and illegitimate uses of market power are sometimes hard to distinguish. Definitions of 'substantial market power' are quoted focusing on the problem of predatory pricing, and comparing Australian and American competition environment. Cases of predation by firms without sufficient market power are analysed. Interpretations of provisions for a legitimate business defence are suggested.

P/L/61. Lifting the veil of incorporation: review of cases

The paper looks at the corporate rules of conducing business within the framework of the Company Act. The effects of the incorporation of a company are outlined including the removal of the veil of incorporation. Direct responses to abuses of limited liability are discussed focusing on the Salomon principle. Examples of individual cases illustrating the its application of this principle are given.

P/L/60. Occupational crime: penalties for fraud and deception

The paper is a discourse on the subject of the so-called "white-collar crime". The legal aspects of the abusing legitimate occupational roles are discussed. Various kinds of fraud that lead to obtaining property are described and illustrated with individual cases. Penalties for deception are outlined including money laundering, corruption, etc.

C/L/33. ADVICE FOR PENSHAW PECS

The purpose of this essay is to consider the various types of business organizations that may be used by a sole trader wishing to expand his business by bringing in two of his employees into the business in a more involved way. I have therefore considered the advantages and disadvantages of forming a partnership as well as incorporating the business as a private limited company. The second part of this essay considers the various contractual and tortious liabilities that arise as a result of occurrences that have involved the business or affected it. I have in the first instance, considered the validity of exclusion clauses in the context of excluding liability for the loss of property on a business premises. Secondly, I have considered the position of tenders in relation to the formation of a contract; thirdly, I have looked at the legal consequences of a frustrated contract and finally, considered the validity of an exclusion clause in the context of personal injury sustained on a business premises.

C/L/30. COMPANY LAW

The purpose of this paper is to examine the different rules applicable in a private company. In this essay, I have examined the rules relating to the constitutional documents of a company, that is, the articles of association and the memorandum of association. I have in particular looked at the breaches of a company's articles of association by the board of directors and also the limits placed by the memorandum of association on the board's authority to bind the company. In relation to this, it has been necessary to consider the demise of the ultra-vires rule and the new reforms, which favour third parties dealing with companies that have exceeded their powers under the memorandum. This paper also deals with shareholder remedies, in particular the statutory remedy available under section 459 of the Companies Act 1985 to a minority shareholder whose interests have been prejudiced by the actions of the majority shareholders. Finally this paper touches upon the issue of reduction of a company's share capital.

P/L/33. Law and commercial frauds

The paper critically considers the effectiveness of the law in deterring fraudulent behaviour.

P/L/30. Convergence of the Corporate Governance Systems

There is little evidence that competition between countries is resulting in a convergence of their corporate governance systems. In consequence, greater efforts should be made to force such convergence through a programme of harmonisation. Discuss.

S/L/15. To what extent was the rise to dominance of company law in the nineteenth and early twentieth centuries the inevitable consequence of technological advance?

This essay looks at the rise to dominance of Company Law over the Law of Partnership in the 19th Century, taking into account the Great Depression, Merges, the Joint Stock Company, technological advance and other features of the period and how these effected the rise, finally answering the question - was the rise of Company Law the inevitable consequence of technological advance?

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