“To someone with a hammer, every problem is a nail.” Corporate law theory tends to swirl around the same ideas over and over again. This course explores these ideas, and examines core arguments for and against some of these main ideas. To do so, it will play around with argumentation structures that are deployed within corporate law. We start by exploring the economic concept of the firm, and connecting this to a contractarian view of the firm. We then explore two alternative argumentation structures: real entity theory in corporate law, and corporate concession theory. These provide alternative paradigms through which to explore corporate law. We will explore ways to view key aspects of modern corporate law – the company’s separate legal personality, limited liability, the corporate purpose, shareholder/director dynamics and interactions between the company and third parties - through these various lenses. The course will then re-examine the theories raised: and explore how to argue against each theory, and explore how to tell whether any particular theory is determinative. The course content is taught intensively over five days, and the final essay will provide flexibility to argue for and against different theories in different contexts.
Topics may include:
♦ the economic concept of the ‘firm’ and the legal concept of the ‘company’
♦ the contractarian view of the company (which views the company as a nexus of contracts between voluntary bilateral parties)
♦ the real entity theory of the company (which views the company as an autonomous organisation)
♦ the concession theory of the company (which views the company as a gift from the state)
♦ core building blocks of modern corporate activity, such as:
- Separate Legal Personality
- Limited Liability
- The Corporate Purpose
- Shareholder/Director Dynamics
- The Company and Third Parties
♦ Debates on different subjects from the perspectives of different paradigms