An introduction to a number of important legal and theoretical aspects of the operation of business corporations. In addition, there is a brief overview of partnership law. The corporate law component of the course falls into two parts. The first deals with the process and incidents of incorporation, including the derivation of the modern corporation and an introduction to regulatory structures; an introduction to the corporate constitution, organs and capital; the separate personality of the corporation and its exceptions. The balance of the course is concerned with the structure and governance of the corporation. It examines the corporate organs (the board of directors and the general meeting) and the division of corporate powers between them; the duties and liabilities of directors and other officers; the remedies available to shareholders for the enforcement of directors duties and protection against oppression or overreaching by controllers. While much of this legal doctrine is equally applicable to the large corporation as to the small enterprise, the course stresses the problems, processes and transactions typically encountered by small incorporated businesses.

Note: If taken as an elective, it is LAWS1091 UOC8.