| CODE | CML3010 | ||||||||
| TITLE | Advanced Company Law | ||||||||
| UM LEVEL | 03 - Years 2, 3, 4 in Modular Undergraduate Course | ||||||||
| MQF LEVEL | 6 | ||||||||
| ECTS CREDITS | 4 | ||||||||
| DEPARTMENT | Commercial Law | ||||||||
| DESCRIPTION | Company legislation is a fundamental component of how business is run in Malta and overseas. Companies offer a resilient, flexible, familiar yet well-regulated vehicle which assists in the promotion of business enterprise and other activities. This study-unit builds upon the knowledge and skills already acquired by students following the earlier non-elective study unit Company Law CML2011. That Unit had introduced students to the general notions, objectives and organs involved in companies set up under the Companies Act 1995. This study unit now takes the study of company legislation to a higher, more mature and sophisticated level. The statutory regulatory framework applicable to directors and other company officers in the management of the company is surveyed as is the important role of shareholders' rights in the governance of this entity which is by far the most popular vehicle for business in Malta. The examination of the company is undertaken in a context where the proliferation of corporate governance codes is increasing. More specifically, the topics tackled fall under this study-unit would usually be expected to include the following: • The notion of a company and how it developed; • The importance of the company in the Maltese economy; • The different organs of the company - the board and the annual general meeting; • Lifting the veil and the protection of shareholders, creditors and other third parties; • The rights and remedies of minority shareholders; • The role and duties of directors; shadow and de facto directors; executive and non-executive directors; • Disqualification of directors; • The role and the duties of the Company Secretary; • The roles and powers of the Registrar of Companies; • Principles of corporate governance and corporate social responsibility; • Conversion, mergers and division of companies; • How companies can go wrong and why companies fail; • Instances of company failures and the lessons that may be learnt; • Offers of shares to the public - public companies and listing on financial markets; • Accounting and auditing requirements: small and big companies; • The role, duties and liabilities of the auditors; • Oversea companies; • Introduction to the co-operative society structure and its particular regulation and its role in society. Study-unit Aims: The objective of this study-unit is to strengthen and extend awareness of the vital role played by the limited liability structure in the Maltese economy and the role it will continue to play in the context of such pillars of the economy as financial services and gaming which invariably use the company as their preferred mode of operation. Few lawyers and other professional operators can afford be insufficiently aware of the rules governing companies, their directors, shareholders, and other stakeholders. Accordingly it aims: • To develop the students' practical knowledge of the general principles of company law and the economic function of the company as a legal structure for business; • To encourage the development of students' skills in legal reasoning and analysis through study of the statutory provisions, case law and regulatory practice relating to Company Law; • To provide students with knowledge and appreciation of the major core topics in Company Law including the legal nature of the company as a business structure, the legal implications of separate corporate personality, limited liability, the validity of contracts made with companies, the role of the board of directors and the legal protection of shareholders; • To facilitate an appreciation of the legal basis of the control exercised by a company's board of directors over a company's management and affairs, the legal limitations and constraints on this control and the effectiveness of these limitations and constraints in practice; • To facilitate an 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, these stakeholders including the company's shareholders, creditors and employees; • To provide students with an awareness of current and likely future policy trends and developments in Company Law. Learning Outcomes: 1. Knowledge & Understanding By the end of the study-unit the student will be able to: • Offer sound advice on how companies are run and how to achieve high standards of corporate behaviour and the long terms benefits of good corporate governance; • Know the significance and functions of companies as legal structures that facilitate the carrying on of business within the guiding and regulatory role of the legislation and the role of the Registrar in safeguarding the rights of persons dealing with or investing in such companies; • Identify, explain and apply legislation and case law to the internal and external regulation of companies and the roles and responsibilities of the main officers of the company, and better appreciate the usefulness of disclosure of information as a technique of protection and public accountability by companies. 2. Skills: By the end of the study-unit the student will be able to: • Resolve any legal difficulties arising from the multifarious practical implementation of company law; to resolve legal problems relating to corporations which may arise in their relations with third parties, including creditors and customers; • Assess and anticipate the practical impact and significance in the event of failure to uphold a high standard of correct behaviour and vigilance in running and administering a company’s affairs, and to be able to give the best practical, sound and ethical advice thereon; • Give in-depth practical expert assistance on good corporate practice and to guide directors and other officials in the fulfillment of their increasingly challenging roles. Main Text/s and any supplementary readings: Main texts: - Muscat, Principles of Maltese Company Law, Malta University Press, 2007. - Gower, Principles of Modern Company Law, Sweet and Maxwell, 2016. Supplementary Texts: There are numerous valid publications on UK and comparative company law. This list is only an indicative one: - Palmer’s Company Law (four volumes), Sweet and Maxwell, last updates 2018 - Micklethwait & Woolridge, The Company - a short history of a revolutionary idea, 2016 - Various, The Anatomy of Corporate Law, Oxford University Press, 2017 - Dine and Koutsias, Company Law, Palgrave Macmillan, 2007. Law Theses: Various company law titles have been the subject of theses, submitted to the Faculty of Law at under-graduate and post-graduate levels. Journals and newspapers: - The Company Lawyer, published by Sweet and Maxwell. Students are also encouraged to read relevant articles in newspapers and journals such as the Financial Times, The Guardian and the Economist. Internet sources: Much relevant and useful materials may be accessed through the judicious use of the internet. |
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| STUDY-UNIT TYPE | Lecture | ||||||||
| METHOD OF ASSESSMENT |
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| LECTURER/S | Kris Borg David Fabri Tiziana Filletti (Co-ord.) Andrew Muscat Ilona Schembri |
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The University makes every effort to ensure that the published Courses Plans, Programmes of Study and Study-Unit information are complete and up-to-date at the time of publication. The University reserves the right to make changes in case errors are detected after publication.
The availability of optional units may be subject to timetabling constraints. Units not attracting a sufficient number of registrations may be withdrawn without notice. It should be noted that all the information in the description above applies to study-units available during the academic year 2024/5. It may be subject to change in subsequent years. |
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