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CLL801Law3 Unitsadvanced

CORPORATE LAW, MANAGEMENT AND FINANCE (ADVANCED CORPORATION LAW)I

This course provides an in-depth analysis of corporate law, management, and finance, focusing on advanced corporation law. It explores the nature of corporate entities, company constitutions, and management responsibilities. The course also covers dividends, minority shareholder protection, corporate governance, and mergers and acquisitions. Students will gain a comprehensive understanding of the legal and financial aspects of corporate operations and governance, preparing them for advanced roles in corporate management and law.

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200h

Study Time

13

Weeks

15h

Per Week

basic

Math Level

Course Keywords

Corporate LawCorporate GovernanceMergersAcquisitionsShareholder Protection

Course Overview

Everything you need to know about this course

Course Difficulty

Advanced Level

For experienced practitioners

90%

advanced

➕

Math Level

Basic Math

📖

Learning Type

Theoretical Focus

Course Topics

Key areas covered in this course

1

Corporate Entities

2

Company Constitution

3

Management Powers

4

Shareholder Protection

5

Corporate Governance

6

Mergers and Acquisitions

Total Topics6 topics

Ready to Start

No specific requirements needed

This course is designed to be accessible to all students. You can start immediately without any prior knowledge or specific preparation.

Assessment Methods

How your progress will be evaluated (3 methods)

assignments

Comprehensive evaluation of course material understanding

Written Assessment

tutor-marked assessments

Comprehensive evaluation of course material understanding

Written Assessment

final examination

Comprehensive evaluation of course material understanding

Written Assessment

Career Opportunities

Explore the career paths this course opens up for you

Corporate Lawyer

Apply your skills in this growing field

Compliance Officer

Apply your skills in this growing field

Financial Analyst

Apply your skills in this growing field

Management Consultant

Apply your skills in this growing field

Company Secretary

Apply your skills in this growing field

Industry Applications

Real-world sectors where you can apply your knowledge

BankingFinanceLawConsultingCorporate Management

Study Schedule Beta

A structured 13-week journey through the course content

Week

1

Module 1: Nature of Corporate Entities

3h

Unit 1: The Separate Legal Personality Doctrine and its Limitations

3 study hours

•Read the introduction to the separate legal personality doctrine.
•Study the characteristics of an incorporated company.
•Understand the limitations of the doctrine.

Week

2

Module 1: Nature of Corporate Entities

3h

Unit 2: Basic Objectives and Policies Underlying Company Legislation

3 study hours

•Examine the objectives and policies underlying company legislation.
•Analyze the importance of corporate regulation.
•Discuss the policies that influence its development.

Week

3

Module 1: Nature of Corporate Entities

3h

Unit 3: Challenges of Incorporation

3 study hours

•Explain the challenges of incorporation.
•Study the abuse of corporate form.
•Understand agency conflicts of interest.

Week

4

Module 2: The Company Constitution (comparative – UK / Nigeria)

6h

Unit 1: Company Constitution I: Articles and Memorandum of Association

3 study hours

•Define what constitutes company constitution.
•Explain the effects of company constitution.
•Understand the differences in the scope of company constitution in the UK and Nigeria.

Unit 2: Company Constitution II: Resolutions and Shareholder Agreement

3 study hours

•Study the effects of company constitution.
•Understand the differences in the scope of company constitution in the UK and Nigeria.

Week

5

Module 2: The Company Constitution (comparative – UK / Nigeria)

3h

Unit 3: Limitations of Shareholder Democracy

3 study hours

•Explain the effects of shareholder resolutions.
•Discuss the effects and scope of application of shareholder agreement.

Week

6

Module 3: Management Powers and Responsibilities (Comparative)

6h

Unit 1: Directors' Duties

3 study hours

•Explain the fiduciary and common law duties of directors.
•Study the fiduciary duties of directors.
•Understand the common law duty of care.

Unit 2: Scope of Directors' Duties

3 study hours

•Explain the scope of directors' duties.
•Study to whom directors' duties are owed.
•Understand the classification of the duties.

Week

7

Module 3: Management Powers and Responsibilities (Comparative)

6h

Unit 3: Remedies / Liabilities for Breach of Directors' Duties

3 study hours

•Identify the main remedies available to the company for breach of directors' duties.
•Study breach of fiduciary duties.
•Understand breach of duty of care.

Unit 4: Ratification of Breach / Relief by the Court

3 study hours

•Explain the circumstances where directors may escape liability when there is a breach of duty.
•Study authorization/ratification of directors' conduct.
•Understand relief by court.

Week

8

Module 4: Dividends and Minority Shareholder Protection

6h

Unit 1: Register of Members

3 study hours

•Explain how a person can become a member of a company.
•Study the effects of the register of members.
•Understand the relevance of inspection and investigation.

Unit 2: Dividend

3 study hours

•Explain the rules relating to the payment of dividends.
•Study distributable profit.
•Understand rules on dividend payment.

Week

9

Module 4: Dividends and Minority Shareholder Protection

6h

Unit 3: Shareholder Residual Management Role

3 study hours

•Explain the residual management roles of company shareholders.
•Study shareholder power to ratify director's breach of duty.
•Understand shareholder power to alter articles of association.

Unit 4: Majority Rule & Minority Protection

3 study hours

•Explain the proper plaintiff rule and its exceptions.
•Study derivative action procedure.
•Understand unfairly prejudicial conduct.

Week

10

Module 5: Corporate Governance

6h

Unit 1: Meaning and Theories of Corporate Governance

3 study hours

•Define and explain the meaning of corporate governance.
•Study the agency theory.
•Understand the stakeholder theory.

Unit 2: Structure of Corporate Management

3 study hours

•Explain the difference between the roles of executive management team and the supervisory board.
•Study the structure of the board.
•Understand the main board structures.

Week

11

Module 5: Corporate Governance

6h

Unit 3: Approaches to Corporate Governance Regulation

3 study hours

•Explain the main approaches to corporate governance regulation.
•Study the voluntary approach.
•Understand the rule-based approach.

Unit 4: Board Effectiveness

3 study hours

•Explain what is meant by effective boards.
•Study the composition of the board with non-executive directors.
•Understand separating the roles of CEO and chair of the board.

Week

12

Module 5: Corporate Governance

3h

Unit 5: Corporate Scandals and Failures

3 study hours

•Identify some of the challenges of corporate governance and the mechanisms that were developed to address the problems.
•Study corporate scandals and failures in Nigeria.
•Understand corporate failures elsewhere.

Week

13

Module 6: Mergers, Acquisitions and the Market for Corporate Control

6h

Unit 1: Types of Acquisitions and Theories of Mergers and Acquisitions

3 study hours

•Explain the different types of acquisitions.
•Study friendly takeovers.
•Understand hostile takeovers.

Unit 2: Mechanisms for Corporate Acquisition

3 study hours

•Explain the main mechanisms/devices that can be used to acquire a company.
•Study direct purchase of shares.
•Understand proxy contests.

This study schedule is in beta and may not be accurate. Please use it as a guide and consult the course outline for the most accurate information.

Course PDF Material

Read the complete course material as provided by NOUN.

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Study Tips & Exam Preparation

Expert tips to help you succeed in this course

1

Create detailed outlines for each module, focusing on key concepts and case laws.

2

Practice applying corporate law principles to hypothetical scenarios.

3

Review past assignments and tutor feedback to identify areas for improvement.

4

Form study groups to discuss complex topics and share insights.

5

Allocate specific time slots for each module, ensuring comprehensive coverage of all units.

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