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This course considers how English law resolves some of the central questions of legal personality and governance concerning profit-making and not-for-profit entities in private and public law. Initial sessions will provide a broad overview of the forms of legal persons in English law as well as an historical introduction to English company law. In this context a first focus will be questions of limitation of liability and the ramifications of legal personality (such as the permissibility of ‘piercing the corporate veil’). Further select topics will touch on the regulation of (i) the capacity and powers of the body, (ii) its representation, management, and governance, and (iii) distributions of its assets. While the contemporary black letter rules will be the focus of study, aspects of legal history, comparative legal material from other common law jurisdictions, and legal theory will be introduced by way of context. Besides providing a commercially useful grounding in some of the fundamentals of business structures in England and Wales, the course will probe the goals and values underpinned by rules on legal forms and on agency and liability in the context of group enterprise. |
