Corporate and Business Laws-II

Corporations and legal personality-Difference between sole traders                    

• Partnerships and companies, the meaning and effect of limited liability,
• Different types of companies, especially private and public companies, effect of separate personality and the veil of incorporation, lifting the veil of incorporation.

The formation and constitution of a company                                                          

• Role and duties of company promoters, and the breach of those duties and remedies available to the company, meaning of, and the rules relating to, pre- incorporation  contracts, procedure  for  registering  companies,  both public and private, statutory books, records and returns that companies must keep or make, effect of a company’s constitutional documents,contents of the model articles of association, the procedure to change articles of association, control over the names that companies may or may not use

Capital and the financing of companies                                                                     

• Share capital- Types of capital, classes of shares, including treasury shares, the procedure for altering class rights, allotment of shares, right issue and bonus issue of shares, issuing shares at either a discount, or at a premium.
• Loan capital- Companies’ borrowing powers, meaning of loan capital and Debenture, difference between loan capital and share capital, rights held by shareholders and debenture holders, concept of a company charge and distinguish between fixed and floating charges, need and the procedure for registering company charges.
• Capital maintenance and dividend law- Doctrine of capital maintenance and capital reduction,  rules governing the distribution of dividends in both private and public companies.

Management, administration and the regulation of companies                         

• Company directors- Role of directors and the different types of directors, such as executive/ non-executive directors or de jure and de facto directors, appointment, removal and , the disqualification of directors, difference between powers of the board of directors, the managing director/chief executive and individual directors to bind their company, duties that directors
• Other company officers- Appointment procedure relating to and the duties and powers of, a company secretary, the appointment procedure relating to, and the duties and rights of a company auditor and their subsequent removal or resignation.
• Company meetings and resolutions- Types of meetings: general meetings and annual general meetings, types of resolutions: ordinary, special and written, procedure for calling and conducting company meetings.

Insolvency law                                                                                                            

·       Insolvency and  administration- Meaning and  procedure  involved  in voluntary liquidation, including members’ and creditors’ voluntary liquidation,  procedure involved in compulsory liquidation, order    in which company debts will be paid off on liquidation, administration as an alternative to liquidation, appointment of an administrator, the effects of such appointment, and the powers and duties of an administrator.

·       Corporate fraudulent and criminal behavior: Fraudulent  and  criminal  behavior-Recognize  the  nature  and  legal control over insider dealing, Recognize the nature and legal control over market abuse, recognize the nature and legal control over money laundering.

Recognize  the  nature  and  legal  control  over  bribery, potential criminal activity in the operation, management and liquidation of companies, Recognize the nature and legal control over fraudulent and wrongful trading