We looked at the emergence of the modern doctrine of separate corporate personality,
noting that it emerged in the context of JSCs in which, by the end of the C19th and the
rise of fully paid-up shares, there really was a according to Gower is c
The ECJ first recognized the possibility of Member State liability for decisions of final appeal courts contrary to
EU law in the Kbler case of 2003.
In doing so, the ECJ drew upon the state unity theory, and went on to find that the objectio
It was argued that Hart was too quick to conclude immediately from the open
texture that judges do (should have) discretion.
However, Hart main aim was to counter:
1. American realist, argued that judicial legislation showed the legal rules never
Hannigan Chapter 8: Duty to act within constitution and powers
Corporate Capacity and Agents Authority
As mechanism for shareholder and creditor protection, ultra vires was soon
superseded. Shareholders began to spread risks through portfolio
Gross Profit Ratio
Gross Profit/Sales Rev x100%
The gross profit margin ratio is used as one indicator of a business's financial health. The gross profit margin is used to
analyze how efficiently a company is using its raw materials, l
Adjudication (Exam Notes)
Professor Lon Fuller was adept in explaining law through allegory and his article Case of the Speluncean Explorers in the Harvard
Law Review is said to be the greatest fictitious legal case of all time. Generally bel
Should we seek a factual/descriptive or a normative/prescriptive theory?
For adjudication, a lot of the theories combine a descriptive and prescriptive approach (cf. legal theory where LP and NLT divide)
This can be seen in the methodology used by various
State Liability for Breach of EU Law (Remedies for breach)
What happens when there is a breach of EU law Rigths -> Remedies
2 situations: when EU specifies and when EU does not specify
Requirement and the effectiveness of EU law is a general legal princip
Law and SocietThe challenge of legal autonomy
(SOCIOLOGICAL PERSPECTIVE VS AUTONOMOUS PERSPECTIVE)
What is the relationship between law and society? What is
law assuming it to be a social phenomenon?
Law is disconnected from the rest of the society, Law
Tutorial 5 (EU Law)
Directive 20/10 Adopted and not implemented by UK.
(achieve consumer protection in the market by ensuring that consumers fully aware of products that could be
Should be labeled with full lust of ingred
NATURAL LAW (EXAM NOTES)
April 21st, former SS member Oskar Groening is to face trial for his crimes almost 7 decades ago in the
Holocuast and he confessed being "morally complicit" in the deaths of millions of Jews during World War II.
Most rational citi
Sofp: Statement of Financial Position as at _
IS: Income Statement for the year/to _
Changes SHE: Statement of Changes in Shareholders Equity for the year/to _
Statement of Financial Position
The default position is via cash in b
Internal Aspect of Rules
Hart criticizes Austins predictive theory of law as a command backed by sanction, arguing that
deviating from an obligations should not merely predict that sanctions would follow, but that it
should justify imposing such sanctions
All the basic goods are equally fundamental and when focused on, each one can be regarded as the most
idea of a set of conditions that enable members of community to excerise practical reason
Law and Social Theory
Sociology of law
By speaking of law and society we may forget that law is itself part of society Lon Fuller in Some Unexplained Social Dimension of
This is a fundamentally different way of looking at the issues surrounding th
See, generally, H. Collins, Marxism and Law, 1982; Lloyd & Freeman (8th edition) chapter 13. E.P. Thompson,
Whigs and Hunters (1975), excerpts in L&F, 1181-1187; E. Pashukanis, Law and Marxism (1978), excerpts in
L&F, 1199-1207; G.A. Cohen, Freedom,
Accounting Tutorial 1
collecting, analyzing and communicating financial information.
Helping those using to make more informed decisions. (not just merely regular reports)
To help the user groups to make decision, accounting and fina
(1) Laws Normativity
Legalphilosophershavetriedtoexplainthenormativityoflawthefactthat Law has a normative nature, itclaims to
guide us and to justify our conduct, it tells what we ought to do, and that judges invoke legal rules as a justificat
History of EU http:/curia.europa.eu/
European Economic Community (EEC) was created by the Treaty
of Rome (EEC Treaty) in 1957.
Emerging from the two wars, greater European political and economic
cooperation were means to achieve lasting peace and prosperi
Natural law and Man-made law
There are certain goods which facilitates human flourishing.
Man made law should be applications of requirements of reasonableness.
Unjust law: according to Thomist tradition, lex injustia non est lex, an unjust law is not
The Regulatory Framework of Corporate Governance in the UK
Companies Act 2006,
especially important for directors duties, shareholder voting procedures in general meeting, derivative
actions etc, reporting requirements, say on pay a
BOARD OF DIRECTORS (sem 2)
Enron Case Study
Simon Deakin and Suzanne J. Konzelmann
The Sarbanes- Oxley Act
guiding assumption of the new law is that Enrons fall was brought about by conflicts of interest on
the part of its senior managers and by a lack
Why the focus on NED?
last few decades, recommendations on how to increase board effectiveness and corporate governance
centred on the role of NEDs, considered one of the most important mechanisms to ensure corporate
Corporate governance is the way the power is exercised over corporate entities.
Where there is discretion, whos interest it should be run?
Not good for law to regulate every situation meta company law when company law is not the best
Corporate Governance LECTURE 1
Week 6 formative essay
The company and corporate governance
Companies as a trading device
Medieval era sole traders, partnerships, charters (origin of the corporate form, devices
granted by the state according to how the s
THEORIES OF CORPORATE GOVERNANCE
SHAREHOLDER PRIMACY MODEL
SHs often treated as OWNERS of company
o Corporate Finance and Management Textbooks eg: E-study Guide for Law for Business, A. James
Barnes 11th ed 2014
o Journals eg The Economist, leader, March
As we shall see, the mirror principle does not operate fully in the system of registered
land in England and Wales, even under LRA 2002.
Striking a balance between vulnerable vs purchaser
Has it been effective? Has the LRA been a success?
DIRECTORS DUTIES (PQ NOTES)
The common law duties owed by directors to the company is codified by CA 2006 as per recommended by the Law
Commission and the Company Law Review.
S170(3) duties are based on preceding common law and equitable pri
Has Prest v Petrodel made the law clearer?
Rogers AJA in a New South Wales case commented "there is no common, underlying principle, which underlies the occasional
decision of the courts to pierce the corporate veil".
Fundamental to theory, s