Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. Commercial Law Concentrate is supported by extensive online resources to take your learning further. It has been written by experts and covers all the key topics so you can approach your exams with confidence. The clear, succinct coverage enables you to quickly grasp the fundamental principles of this area of law and helps you to succeed in exams. This guide has been rigorously reviewed and is endorsed by students and lecturers for level of coverage, accuracy, and exam advice. It is clear, concise, and easy to use, helping you to get the most out of your revision. After an introduction to contracts of the sale of goods, the book covers: statutory implied terms; passing of property and risk; retention of title clauses; exclusion and limitation clauses; non-existence and perishing of goods; transfer of ownership by a non-owner; delivery, acceptance, and payment; remedies of the unpaid seller; remedies of the buyer; consumer credit; the creation of agency and the agent’s authority; and the relationships created by agency—the rights and liabilities of the parties.
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Chapter
2. Companies and Corporate Personality
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK—particularly sole traders, general partnerships, limited liability partnerships (LLPs), and companies (public and private). It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.
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6. Company Management and Governance
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.
Book
Imogen Moore
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes: typical questions; suggested answers with commentary; illustrative diagrams; guidance on how to develop your answer; key debates; suggestions for further reading; and advice on exams and coursework. Concentrate Q&A Company Law offers expert advice on what to expect from your company law exam and coursework, how best to prepare, and guidance on what examiners are really looking for. Written by an experienced examiner, it provides: reminders of points to consider; indications of key debates for each topic; exam-length suggested answers; clear commentary with each answer; diagram answer plans; cautionary points; tips to make your answer stand out from the crowd; and annotated further reading suggestions at the end of every chapter. The book should help you to: identify typical company law exam questions; structure and write a first-class answer; avoid common mistakes; show the examiner what you know; develop and demonstrate your understanding; identify connections between topics; and find relevant and helpful further reading. As well as separate chapters on exam skills and preparing coursework, it covers: companies and corporate personality; the corporate constitution; shares and shareholders; directors’ duties; company management and governance; minority shareholder remedies; corporate liability (contracts, torts, and crimes); share capital; loan capital; and corporate insolvency. The book is suitable for undergraduate students taking a module in company law on the LLB and GDL, and undergraduate students studying aspects of company law on other degreecourses.
Chapter
11. Consumer credit
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses some of the key common law and statutory provisions relating to consumer credit agreements and the common issues that arise. It first explains the provisions of the Consumer Credit Act 1974, as amended by the Consumer Credit Act 2006. The chapter then considers the rights of debtors who take credit under a ‘regulated agreement’, along with the (previous) extortionate credit bargain provisions that have been replaced by a test which considers whether there was an unfair relationship between the debtor and the creditor. It also considers consumer hire agreements, exempt agreements, small agreements, and non-commercial agreements, as well as the liability of the creditor for the seller’s misrepresentation or breach of contract, retaking of protected goods, and the debtor’s right to complete payments ahead of time.
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3. The Corporate Constitution
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter discusses the company’s constitution, which can be a popular area for examination questions. The chapter focuses on the company’s articles of association, considering in particular alteration of the articles and the legal effect of the articles (the ‘statutory contract’). The chapter also considers shareholder agreements, which are often used as a supplement to the company’s constitution.
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11. Corporate Insolvency
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter examines the law on corporate insolvency. It considers the important and topical subject of corporate rescue, reviewing, in particular, administration and company voluntary arrangements. The chapter addresses several issues relating to liquidation, including: winding up petitions and the meaning of ‘inability to pay debts’; assets available to creditors; distribution of assets to creditors; priority of claims; the pari passu principle; and transaction avoidance (dispositions of property after the commencement of winding up, transactions at an undervalue, preferences, voidable floating charges, and transactions defrauding creditors). The potential liability of directors on a company’s insolvent liquidation is considered, concentrating on wrongful and fraudulent trading and disqualification.
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8. Corporate Liability: Contracts, Torts, and Crimes
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter examines company contracts including: pre-incorporation contracts, the company’s capacity, directors’ authority, and restrictions on the powers of directors to bind the company. The chapter also considers liability of the company for tortious and criminal acts, including vicarious liability; attribution; and the particular area of corporate manslaughter and the Corporate Manslaughter and Corporate Homicide Act 2007.
Chapter
12. The creation of agency and the agent’s authority
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the creation of agency and its three main parties: the agent, the principal, and the third party. The primary purpose of the agent is to bring the principal and the third party into direct contractual relations, with the principal taking on the rights and liabilities created by the contracts, provided the agent had authority to act. The chapter looks at several kinds of agent’s authority, including actual authority, apparent authority, and usual authority, and also considers agency of necessity as well as cases where the principal may ratify a transaction.
Chapter
8. Delivery, acceptance, and payment
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the duty of the seller to deliver the goods and the duty of the buyer to accept them and to pay the price. It first explains the meanings of delivery, acceptance, and payment as well as the provision in the Sale of Goods Act 1979 in respect of these matters, and then considers the distinction between consumer and business buyers and cases where the wrong quantity of goods has been delivered. The chapter also discusses delivery by instalments, delivery to a carrier, and the right of the buyer not to return rejected goods.
Chapter
5. Directors’ Duties
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter examines the very important topic of directors’ duties. The chapter considers the main duties, as codified in the Companies Act 2006, including: the duty to act within powers (the proper purposes rule); the duty to promote the success of the company; the duty to exercise independent judgment; the duty to exercise reasonable care, skill, and diligence; the duty to avoid conflicts of interest; and the duty to disclose an interest in a proposed transaction with the company. Related areas such as substantial property transactions and liability for breach are considered. This chapter considers who is a ‘director’, examining the concepts of de facto and shadow directors and how far they owe duties to the company.
Chapter
1. Exam Skills for Success in Company Law
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter provides advice on exams and exam questions in company law to ensure you are best prepared for your assessment, including guidance on how to approach essay and problem questions. It provides lots of important tips for exam success, covering both your preparation for the exam, and your approach to the exam itself. The well-known approaches of IRAC (Issue, Rule, Apply, Conclude) to problem questions and PEA (Point, Explain, Analysis) to essay writing are reviewed.
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5. Exclusion and limitation clauses
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter, which focuses on clauses designed to exclude or limit a party’s liability, first considers exclusion or limitation clauses in the UK under common law rules, the Unfair Contract Terms Act 1977, and the Consumer Rights Act 2015. It explains the distinction between an exclusion clause and a limitation clause before discussing the two main methods of controlling exclusion clauses adopted by the courts. The chapter examines the exclusion or restriction of the statutory implied terms under the Sale of Goods Act 1979, the Supply of Goods (Implied Terms) Act 1973, and the Supply of Goods and Services Act 1982. Finally, it considers the rules introduced by the Consumer Rights Act 2015 in relation to consumer transactions.
Chapter
1. Introduction to contracts of sale of goods
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter provides a general introduction to sale of goods law in the UK. It explains the sale of goods contract, why there is a different framework for these types of contract under English law, and the specific legislation for contracts of sale of goods and other relevant transactions. The chapter considers the statutory definitions for contract, property, and goods and discusses the distinction between sales and agreements to sell, between specific goods and unascertained goods, and between existing goods and future goods. The chapter introduces and provides an analysis of the Consumer Rights Act 2015, which subsequent chapters then build upon. Finally, it examines contracts other than of sale of goods.
Chapter
10. Loan Capital
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter examines loan capital—borrowing by companies. It focuses on: the legal distinction between fixed and floating charges created by companies over their assets as security for loans, the registration of charges, applications for extension of the period for registration, the priority of charges on insolvency, and the avoidance of charges under the Insolvency Act 1986.
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7. Minority Shareholder Remedies
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter examines the law on minority shareholder remedies, which provide some limited protection or avenues of redress for a shareholder with grievances concerning the actions of the company, directors, or majority shareholders. The chapter explores, in particular: the rule in Foss v Harbottle; derivative claims; personal claims and the issue of reflective loss; the ‘unfair prejudice’ remedy in Companies Act 2006, s. 994; and petitions to wind up the company on the ‘just and equitable’ ground under Insolvency Act 1986, s. 122(1)(g).
Chapter
12. Mixed Topic Questions
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter looks at mixed topic questions and provides four example questions and suggested answers. The questions require the consideration of a variety of topics, including: directors’ duties, shareholder remedies, derivative claims, unfair prejudice, de facto and shadow directors, corporate personality, lifting/piercing the veil of incorporation, pre-incorporation contracts, wrongful trading, disqualification, and the articles of association.
Chapter
6. Non-existence and perishing of goods
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter examines the effect of the contract of sale of goods in the event that the goods never existed or, if they did exist at one time, are no longer in existence. It first looks at the contract for the sale of specific goods which, without the knowledge of the seller, have perished at the time when the contract is made and then considers an agreement to sell specific goods which, without any fault on the part of either party, subsequently perish before the risk passes to the buyer. The chapter also explains the frustration of a contract for the sale of unascertained goods under s 7 of the Sale of Goods Act 1979 and the question of monies owing or to be repaid under the Law Reform (Frustrated Contracts) Act 1943.
Chapter
3. Passing of property and risk
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the transfer of property and risk from the seller to the buyer as agreed upon in a contract of sale of goods. It explains the difference between ownership and possession and discusses the rules on the passing of property, as well as which party bears the legal risk in cases where, for example, the goods are destroyed or in the event of insolvency. The rules relating to both consumer and non-consumer buyers are included. Finally, the chapter examines the unconditional appropriation of the goods to the contract, appropriation by delivery to a carrier, ascertainment and appropriation ‘by exhaustion’, and undivided shares in goods forming part of a bulk.
Chapter
13. The relationships created by agency: the rights and liabilities of the parties
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the relationships created by agency, namely, the rights and liabilities of the agent, the principal, and the third party. It first explains disclosed agency as opposed to undisclosed agency with regard to the contract made by the agent, and then, after discussing the rights and liabilities of the principal and the third party, considers the rights of the agent against their principal, including remuneration, indemnity, and lien. The chapter examines the agent’s two kinds of duty to their principal (contractual duty and fiduciary duty) and discusses remedies for breach of fiduciary duty and how an agency may be terminated as well as the effects of termination. It concludes by highlighting the provisions of the Commercial Agents (Council Directive) Regulations 1993.
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