Module Directory

Companies are by far the most used vehicle for doing business and an understanding of the rules that govern them is essential for anyone aiming at a career in commerce and industry.

The module will examine the nature of a company, corporate governance in an international perspective, the corporate constitution and institutional setting, corporate management issues, its incorporation and share capital, the concept of separate legal personality, the roles of the stakeholders in a company as well as the duties of directors and the protection of shareholders.

A sound understanding will help students to fully understand the relevant principles and doctrines. The analysis of corporate governance issues will enable students to understand the significance of the relevant debates while the analysis of the relevant legislative framework on insolvency and takeovers along with the relevant case studies on lifting the corporate veil and corporate scandals will provide a thorough examination of the field in question.

The aims of this module are:

• To provide students with the necessary foundations of knowledge so that the Learning Outcomes listed below are achieved.


• To provide students with the necessary foundations to comprehend the wide range of issues covered in the course of this module as well as the range of other modules in the relevant field.


• To encourage the development of students skills in legal reasoning and analysis through study of statutes, case law and regulatory practice relating to Company Law.


• To encourage students to engage with Company Law beyond the confines of the module, both academically and in its broader social, political and economic context.

By the end of this module, students will be expected to be able to:

1. Understand the economic function of the company as a legal structure for business.


2. Explain the legal nature and significance of limited liability and separate corporate personality.


3. Demonstrate knowledge and appreciation of the major core topics in Company Law including the validity of contracts made with companies, the role of the board of directors and their legal duties as directors as well as the protection of minority shareholders.


4. Show appreciation of the legal nature of the relationships between a company and its management on the one hand and the various groups with an interest in the affairs of the company (or stakeholders) on the other including creditors and employees.


5. Show awareness of current policy trends and developments in Company Law.


6. Understand the essence of corporate governance issues and debates in a comparative manner and within the broader societal, historical, political and economic context.


7. Demonstrate awareness of the legal framework that regulates insolvency and takeovers again on the basis of English Company Law while drawing comparisons with the respective EU legislation.


8. Show understanding of wider issues of corporate liability and the notion of lifting the corporate veil.

Indicative Syllabus

Term I

• Corporate Governance


• Comparative Analysis of Corporate Governance Systems


• Starting a Company: Memorandum of Association and Ultra Vires Doctrine


• Articles of Association


• Representing the Company: Are the third parties protected?


• Corporate Management


• Directors Duties


• Minority Shareholder Protection

Term II

• Groups of Companies


• Transnational Corporations and Lifting of the Corporate Veils


• Corporate Manslaughter


• Insolvency


• Takeovers

This module will be delivered via:

• Weekly two-hour lectures
• Fortnightly one-hour tutorials