AC 2302

Company Law and Corporate Governance

_______________________________________________________________________

Academic Year

: 2016/2017

Course
Coordinator

: Fernandez Navprakash*

Pre-requisites

: AB1301 Business Law

No. of AUs

: 4

Semester : 2
Joyce Lee
Other
: Tan Peng Kwee
Instructor(s)
Victor Yeo

Course Description and Scope

The course on Company Law and Corporate Governance aims to provide students with a firm
understanding of the legal and regulatory mechanisms that govern companies. It examines the
legal framework and laws governing how companies may be constituted, the relationship
between various stakeholders, corporate governance mechanisms, corporate finance and
insolvency.
Course Learning Objectives
First, we aim to provide students with working knowledge of the procedural and substantive
law governing key aspects of company formation, organization and control; management;
finance; corporate rescue; and corporate insolvency. Secondly, we study key issues
surrounding corporate governance, in particular, the impact of the law on the relationships
that exist between corporations and their stakeholders as well as between different
stakeholder groups and the obligations which directors have governing the corporation.
Learning & Teaching Methods
We will be having a total of 26 seminars of 2 hours each for this course. Readings and preseminar preparatory work will be provided for each seminar in the form of a seminar worksheet
which will highlight the key issues that we will cover for each seminar and the course.
Students are expected to spend between 2 to 4 hours doing the readings and preparatory work
for each seminar. Students will stand to benefit most if the readings and preparatory work are
done prior to attendance at each seminar. They may find themselves unable to follow or
participate in the seminar discussions if they do not prepare adequately.
Each seminar worksheet will comprise discussion questions under various topics. The purpose
of the questions is to help students focus their attention on understanding key concepts and
principles relevant to the course. In addition, there will be case studies which will be discussed
for each topic.

Course Assessment
Components
Class participation and/or Presentation
Mid-term quiz
Final examinations
Total

Weight
20%
20%
60%
100

Individual/Group
Individual/Group
Individual
Individual

Class participation and/or Presentation

Students will be expected to be actively involved in class discussions and in-class exercises
which may involve formal or informal presentations. Students will be graded on their
performance for these in-class discussions, exercises and/or presentations on an overall basis.
E-learning LAMS exercise
Students will be expected to be participate in LAMS exercise to be completed as an Elearning session. Participation in the LAMs exercise will count towards your overall Class
Participation Grade. Details of this exercise will be made known nearer the date.
Mid-term Quiz
MID-TERM QUIZ WILL BE HELD ON 15 MARCH 2017
Please block this date on your calendar. Please note the Quiz is compulsory.
Assessment Plan
Course Learning Objective

Assessment Method

Acquisition Of Knowledge

Mid-term Quiz / Final Examination

/Class Participation

Communication

Class participation

Basic Text
Victor Yeo, Joyce Lee, Pamela Hanrahan, Ian Ramsay, Geof Stapledon, Commercial
Applications of Company Law in Singapore (5th ed), 2015. PLEASE DO NOT PURCHASE
4TH EDITION AS THERE HAVE BEEN SIGNIFICANT AMENDMENTS TO THE
COMPANIES ACT.

Reference text and other resources

1. Tan Cheng Han ed, Walter Woon on Company Law (Revised 3rd Edition) 2009
2. Provisions of the Companies Act may be obtained at http://statutes.agc.gov.sg
3. Singapore Code of Corporate Governance 2012
4. Various readings and materials from journals, magazines etc.
Course Instructors
Instructors
* Fernandez Navprakash
Joyce Lee
Tan Peng Kwee
Victor Yeo
* denotes course coordinator
Proposed Weekly Schedule
Session No.
Part 1
1&2

Topics
Corporate Constitution and Membership Structure
1.Legal nature of companies
2.Lifting the corporate veil

3&4

1.Introduction to Corporate Capacity

2.The Companys Constitution
o Contents and form
o Enforceability and amendment
o Supplementing the constitution using shareholders agreements

5&6

Membership, shares and interests in shares

o What is membership and the
membership and shareholdings
o Nature and types of shares
o Interests in shares
o Class rights creation and modification

Part 2

Corporate Organs and Decision-making

relationship

between

Session No.
7

Topics
1.Corporate Organs
2.Decision making by members company meetings

Decision-making by the Board and company management

o Powers of the board
o Corporate contracting

Part 3
9

Corporate Governance
1.Models of corporate governance
2.Framework for corporate governance
o Laws and regulatory framework for corporate governance
o Singapore Code of Corporate Governance

10

E-learning LAMS session

Qualification and Disqualification of Directors

11&12

1.Directors and their roles in Governance

o Appointment and Removal
o Remuneration
2. Directors duties I
o Duty of care
o Duty not to engage in fraudulent / wrongful trading
o Duty to act in the interests of the company
o Duty to retain discretion
o Duty to act for proper purpose

13,14&15

1.Directors duties II
o The conflict rule
o Conflicts of interest in transactions with the company
o Misappropriation of property and information
o The profit rule and corporate opportunities
o Improper use of office or information
2. Consequences of Breach of Directors Duties
o Civil remedies for breach of general law duties
o Consequences of breach of Statutory Duties
o Relief from Liability for Breach of Directors Duties
3. Feedback on Quiz I

16

Protection of members and minority interests

o Oppression (s 216)
o Winding up (s 254)
o Statutory derivative action (s 216A)

Session No.

Topics

17

Corporate Disclosure Obligations

Part 4
18&19

Legal aspects of Corporate Finance

Legal aspects of Equity Finance
o Introduction to corporate finance
o Changes to capital
o Issue of shares
o Alteration of capital
o Maintenance of capital and exceptions
capital reduction
share buyback
o Dividends

20&21

Legal aspects of corporate Debt Finance

o Secured borrowing and Company charges
o Receivership

Part 5

Corporate Rescue, Insolvency and Winding-up

22

Corporate rescue
o Private workouts
o Scheme of arrangements
o Judicial management

23&24

Corporate Insolvency
o Winding-up
o Law of preferences

25&26

Feedback on Quiz and course review

Academic Integrity
Students are reminded to take note of the importance of Academic Integrity in respect of any
work that is handed in as part of the course requirement. Good academic work depends on
honesty and ethical behaviour. The quality of your work as a student relies on adhering to the
principles of academic integrity and to the NTU Honour Code, a set of values shared by the
whole university community. Truth, Trust and Justice are at the core of NTUs shared values.

As a student, it is important that you recognize your responsibilities in understanding and

applying the principles of academic integrity in all the work you do at NTU. Not knowing
what is involved in maintaining academic integrity does not excuse academic dishonesty. You
need to actively equip yourself with strategies to avoid all forms of academic dishonesty,
including plagiarism, academic fraud, collusion and cheating. If you are uncertain of the
definitions of any of these terms, you should go to the academic integrity website
http://academicintegrity.ntu.edu.sg for more information.
Please ask your professors when you need any clarification about the requirements of
academic integrity.