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This unit aims to introduce students to the process of incorporation, including the development of the modern corporation and an introduction to regulatory structures; an introduction to the corporate constitution, organs and capital; and the separate personality of the corporation and its exceptions.
The unit covers the structure and governance of the corporation and the division of corporate powers; the duties and liabilities of directors and other officers; and the remedies available to shareholders for the enforcement of director’s duties and protection against oppression or overreaching by controllers. The unit considers these legal doctrines and theoretical perspectives as they relate to both public corporations and to small incorporated businesses. The unit involves a critical analysis of decided cases and appropriate legislation. Reference to current developments in corporate practice will also be made.
Students should be able to identify the different types of corporate entities in existence, the roles of the regulator, the importance of the duties of directors and the procedures available when companies are in financial trouble.