THE UNIVERSITY OF THE WEST INDIES
ST. AUGUSTINE
DEPARTMENT OF MANAGEMENT STUDIES

MS37B LAW OF COMPANIES

Lecturer: Dr. Rajendra Ramlogan (Cantab.)

Lecture Hours: Tuesdays 5.00 p.m. – 8.00 p.m.

Venue: JFK Auditorium

Office Hours: Wednesdays 3:00 p.m. – 6.00 p.m. or by appointment

Notes: www.ecolegal2001.com/notes.htm

Email: rramlogan@fss.uwi.tt

Rationale and Background

As decisions are taken to pursue commercial activities, it is important to understand the various legal mechanisms that are available. The decision to use a particular form of business association must be based on a sound understanding of the legal implications and the inherent risks involved. This course introduces the student to the various forms of business associations such as companies, registered business names, partnerships, agencies, joint ventures and strategic alliances.

Course Aims

This course is intended to familiarize the student with various business mechanisms to purse commercial objectives. The areas of interest are:

Ø Companies

Ø Partnerships

Ø Joint Ventures

Ø Strategic Alliances

COURSE OUTLINE:

Weeks 1 and 2

The Formation of the Company
- Corporate Personality
- Lifting the Veil of Incorporation
- The Doctrine of Ultra Vires
- Virtual Abolishment of Ultra Vires

- Memorandum and Articles of Association
- Bye-Laws
- Shareholders' Agreement

- Formalities in Incorporating a Company

Weeks 3 and 4
Duties and Liabilities of Board of Directors and Officers of a Company

- Chairman

- Directors

Officers of the Company
- Company Secretary
- Financial Officer
- Chief Executive Officer

- Shareholders

- Minority Shareholders

Week 5

Insider Trading

Winding up a Company

Week 6

Due Diligence

Week 7

Public Companies and the Role of the Stock Exchange

Week 8

Principles of Corporate Governance

Weeks 9
The Law of Partnership
- Types of Partners
- Authority of Partners
- Liability of Partners
- Dissolution of Partnership

Weeks 10
Strategic Alliances
Joint Ventures

- Contractual

- Equity

Week 11
Review

METHOD OF EVALUATION

Final Examination

The final examination will account for 80% of the student’s final grade. The student will be required to provide written answers to three (3) questions in two hours. Questions may have one or more parts.

Class Assignments

There will be four case studies conducted during the course of the semester at random times. These case studies will be done on an individual basis within the classroom and the assignment will be based on a case provided by the lecturer. Students will not be advised as to the specific case prior to the assignment. The time period for completion of a case study shall be twenty minutes and each case study shall carry 5% of the marks for the student’s final grade. The four case studies will account for 20% of the student’s final grade. If a student misses a case study and produces a medical certificate, the student shall be entitled to complete a replacement case study.

CREDITS

This course will carry three (3) credits.

UNIVERSITY ACADEMIC INTEGRITY POLICY

Please consult Section V (especially sub section B which deals with cheating) of the University of the West Indies, Examination Regulations for First Degrees, Diplomas and Certificates for details of this policy.

CODE OF CONDUCT DURING CLASSES

The following guidelines facilitate the creation and maintenance of an effective learning environment. All students are expected to adhere to the following guidelines during class hours:

Ø All cellular phones and beepers are to be switched-off before and during class hours except where the prior permission of the Lecturer has been obtained for keeping on the cellular phones and beepers.

Ø Students are requested to read all assigned material before the start of each class.

Ø Class discussions and participation are particularly welcome.

Ø It is disruptive to leave the classroom while lectures are in progress and students are asked to minimize such disruption by leaving the classroom at the scheduled lecture breaks.

LEVEL

This is a BSc Level 3 Course.

REFERENCE TEXTS:

Fraser and Stewart, Company Law of Canada (6^th ed.,Carswell, 1993).

Goode, Commercial Law (2^nd ed. Penguin)

Charlesworth's Company Law (16^th ed., Sweet & Maxwell. England, 1999).

Hahlo's, Cases and Materials on Company Law (Sweet & Maxwell, 1987).

Gower, Principles of Modern Company Law (6^th ed., Sweet & Maxwell, 1997).

Statutes:

The Companies Act, No. 35 of 1995
The Companies (Amendment) Act, No. 5 of 1997
The Companies Regulations, Legal Notice No. 69 of 1997
Partnership Act Chapter 81:02 (Revised Laws of Trinidad and Tobago, 1980)

Legislation and additional Readings will be placed in Lecturer’s Box and indicated on worksheets.