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

1. Analyze the legal and financial aspects of corporate operations.
2. Evaluate corporate governance structures and their effectiveness.
3. Understand the dynamics of mergers and acquisitions.
4. Assess the responsibilities of corporate management.
5. Apply legal principles to corporate decision-making.

13 weeks, about 63 hours in total. Yours will differ.

1. Week 1Module 1: Nature of Corporate Entities

   • Unit 1: The Separate Legal Personality Doctrine and its Limitations · 3 hours

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

2. Week 2Module 1: Nature of Corporate Entities

   • Unit 2: Basic Objectives and Policies Underlying Company Legislation · 3 hours

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

3. Week 3Module 1: Nature of Corporate Entities

   • Unit 3: Challenges of Incorporation · 3 hours

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

4. Week 4Module 2: The Company Constitution (comparative – UK / Nigeria)

   • Unit 1: Company Constitution I: Articles and Memorandum of Association · 3 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 hours

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

5. Week 5Module 2: The Company Constitution (comparative – UK / Nigeria)

   • Unit 3: Limitations of Shareholder Democracy · 3 hours

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

6. Week 6Module 3: Management Powers and Responsibilities (Comparative)

   • Unit 1: Directors' Duties · 3 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 hours

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

7. Week 7Module 3: Management Powers and Responsibilities (Comparative)

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

8. Week 8Module 4: Dividends and Minority Shareholder Protection

   • Unit 1: Register of Members · 3 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 hours

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

9. Week 9Module 4: Dividends and Minority Shareholder Protection

   • Unit 3: Shareholder Residual Management Role · 3 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 hours

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

10. Week 10Module 5: Corporate Governance

    • Unit 1: Meaning and Theories of Corporate Governance · 3 hours

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

    • Unit 2: Structure of Corporate Management · 3 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..

11. Week 11Module 5: Corporate Governance

    • Unit 3: Approaches to Corporate Governance Regulation · 3 hours

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

    • Unit 4: Board Effectiveness · 3 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..

12. Week 12Module 5: Corporate Governance

    • Unit 5: Corporate Scandals and Failures · 3 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..

13. Week 13Module 6: Mergers, Acquisitions and the Market for Corporate Control

    • Unit 1: Types of Acquisitions and Theories of Mergers and Acquisitions · 3 hours

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

    • Unit 2: Mechanisms for Corporate Acquisition · 3 hours

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