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Company Law & Corporate Governance - LCG
Exam Format
3-hour open-book written examination (100%)
Module Content
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Topic 1
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The Function and Structure for Companies
- Business Organisations
- Legal Framework for Companies
- Introduction to Company Finance
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Topic 2
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Corporate Decision Making and the Law of Meetings
- Decision-making and company management
- The Law of Meetings
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Topic 3
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Duties of Directors and Officers
- History and development of directors' duties
- Various 'sources' of directors' duties
- Duties in the general conduct of the company's affairs
- Duties that govern conflict of interest situations
- Duties in relation to the securities market
- Duties in relation to company accounts and other statutory administrative duties
- Consequences of breach of duties
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Topic 4
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Disclosure and Reporting Requirements
- Regulatory bodies
- Sources of disclosure obligations and reporting requirements
- Disclosure obligations for directors
- Disclosure obligations for shareholders
- Disclosure obligations for companies
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Topic 5
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Legal aspects of Corporate Insolvency and Rescue
- Receivership
- Judicial management
- Winding-up
- Insolvency
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Topic 6
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Principles of Corporate Governance
- Introduction to corporate governance
- Essential aspects of a good corporate governance framework
- Regulatory framework for corporate governance
- Codes of corporate governance
- Key functions of corporate governance mechanisms
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Topic 7
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Key Participants in Corporate Governance and their roles
- Board composition
- Management
- The Company Secretary
- Auditors
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Topic 8
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Ethics and corporate governance
- The importance of ethics in corporate governance
- Principles of ethical conduct
- Ethics and the law
- Self-regulation and Codes of conduct
- Ethics and the external environment
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Topic 9
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International Aspects of Corporate Governance
- Introduction to other key legal systems and their impact on business organisations
- Examination of specific issues in the context of a foreign legal system
- The 'convergence debate'
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