| CODE | CML5044 | ||||||||
| TITLE | Core Issues and Developments in Company Law | ||||||||
| UM LEVEL | 05 - Postgraduate Modular Diploma or Degree Course | ||||||||
| MQF LEVEL | 7 | ||||||||
| ECTS CREDITS | 6 | ||||||||
| DEPARTMENT | Commercial Law | ||||||||
| DESCRIPTION | The use of a company as a vehicle for doing business is of central importance in any modern contemporary society. Companies are set up for a variety of purposes that are principally of a commercial nature. The deemed advantages of the company form has contributed to its success in most business models. A number of reasons account for the company鈥檚 continuing popularity: its flexibility as a commercial institution, its low cost availability as well as the limited liability it offers to its shareholders. Although the corporate form has a pervasive influence on the manner in which business is conducted it is by no means a simple system. In practice, there are a range of different rights, interests and duties within a company which need to be buttressed by the relative effective legislation. The topics covered in the study-unit are: (1) Significant historical legal developments in corporate legislation: the historical development of Maltese company law and company law reform with particular reference to the transition from the Commercial Partnerships Ordinance 1962 to the Companies Act 1995 (Cap 386, Laws of Malta) and the influence of European Union Directives (such as Directive (EU) 2017/1132). (2) The Process of Incorporation: with particular reference to the practical consequences of incorporation, including the notions of separate juridical personality and corporate capacity. The problem of "pre-incorporation" agreements will also be examined. (3) Corporate Management: including the distribution of power within a company, the duties of directors and other officers of a company, the enforcement of such duties, and the relationships between directors and shareholder. (4) Corporate Capital: including the various types and classification of securities, the raising and maintenance of capital and the distribution and reduction of capital. (5) Shareholder Rights: dealing primarily with the nature of the shareholder's interest and the protection of shareholder rights, including where applicable, class rights. (6) Conversions, Amalgamations and Divisions. (7) Financial Regulatory Legislation: the Financial Markets Act (Cap 345, Laws of Malta) and public listing requirements. (8) The Auditors: the appointment and functions of the auditors and their liability towards the company, its shareholders and creditors. (9) The Company Secretary: the appointment, functions and role of the Company Secretary. (10) Corporate Governance: with particular focus on recent developments in this field. Study-unit Aims: This study-unit aims to familiarise the student with the core principles and issues that underpin company law. Moreover, it aims to provide the student with an understanding of the role of company law and the use of the corporate structure in the business world. Furthermore, this study-unit explores the relationships, rights and duties of the various stake-holders involved in such a structure. In addition, it aims to provide the student with some practical insight in the manner in which the general principles of company law are interpreted and applied by the courts. Learning Outcomes: 1. Knowledge & Understanding: By the end of this study-unit the students will be able to acquire an understanding of a number of practical issues arising in company law, such as the issue of shares and debentures to the public, the listing of companies on the Malta Stock Exchange, the negotiation and execution of share transfer agreements and the duties of the company secretary. Moreover, throughout the study-unit students will become acquainted with a number of general principles of company law and the applicable corporate legislation 鈥� both domestic and international (pre-eminently reference will be made to English law and European Union Law). In addition, students will develop an understanding of the manner in which these principles of company law have been applied and interpreted in landmark judgments delivered by both Maltese and foreign courts. 2. Skills: On the completion of this study-unit, students will be able to review, discuss and analyse, in essay form, core issues and developments in company law. In this manner, students would have an opportunity to analyse a wide number of theoretical and practical issues arising from company registration, incorporation and administration. Furthermore, students will be encouraged to participate in the discussion during the seminar by engaging in some preparatory reading and research. Main Text/s and any supplementary readings: Main Texts: MUSCAT A. 鈥� Principles of Maltese Company Law, Malta University Press. DAVIES Paul L. - Gower's Principles of Modern Company Law, Sweet & Maxwell. FERRAN E. - Company Law and Corporate Finance, Oxford University Press. Supplementary Readings: SEALY AND WORTHINGTON鈥橲 鈥� Text, Cases and Materials in Company Law, Eleventh Edition, Oxford University Press (2016). DIGHAN AND LOWRY 鈥� Company Law, Ninth Edition, Edition, Oxford University Press (2016). |
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| STUDY-UNIT TYPE | Lecture | ||||||||
| METHOD OF ASSESSMENT |
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| LECTURER/S | Kris Borg 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 2025/6. It may be subject to change in subsequent years. |
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