Law Of Business Associations II Reading List
Course Objectives:
By the end of the Course, you should be able to:
(a) Demonstrate an appreciation of the main principles and procedures in company law and the law of partnerships;
(b) Enhance an understanding of the law relating to raising of capital, insolvency, dissolution and winding of companies, formation and dissolution of partnerships;
(c) Locate the major laws, policies relating to various aspects of companies and partnerships in Uganda;
(d) Develop critical thinking and problem solving skills about any concept of company law and the law of partnerships;
(e) Analyse and discuss policies that affect business associations in Uganda in comparison with other jurisdictions;
(f) Advise on matters of listing, and winding up of companies and formation and dissolution of partnerships;
(g) Apply the knowledge acquired in practical situations.
Course Content:
This course will focus on the following aspects:
- Financing of companies: raising capital, shares and share capital, transfer and transmission of shares, borrowing, debentures and charges;
- Capital Markets, listing, prospectuses;
- Individual and Corporate Insolvency
- Dissolution of companies: grounds for dissolution and modes of winding up;
- Alternatives to winding up
- Reconstruction and amalgamation of companies
- Formation of partnerships, nature of partnerships and registration of partnerships;
- Liability of partners to persons dealing with the firm;
- Relations of partners to one another;
- Dissolution of partnerships and the consequences that arise;
- Limited liability partnerships;
Learning Outcome:
The course serves to bring the students into full appreciation of the application of the principles of company law, insolvency law and partnership law in Uganda and to also equip the students with knowledge of these principles as applied and interpreted by the courts of law and in daily business activities. Students should be able to develop an understanding of the principles of corporate governance in Uganda, East Africa and other Common Law jurisdictions.
Course Methodology:
The Business Associations course is taught in two semesters as Business Associations I and Business Associations II. The course shall be conducted mainly through:
- Interactive Lectures and Tutorials. During the course, a number of company law and partnership law principles and cases shall be discussed. You shall note the principles discussed in class and shall be required to develop a critical analysis of company law and Partnership law concepts and issues and be able to apply them in solving company law issues around them.
- Part of the learning shall be through group discussions and presentations (You may be placed in any group and any member of the group may be called upon to present);
- Occasionally we shall have Guest Speakers/Guest Lectures;
Key text books
D.J BAKIBINGA: Company Law in Uganda, Fountain Publishers, 2001 (available in the UCU Law Library)
Paul L. Davies: Gower & Davies’ Principles of Modern Company Law: Thomson, Sweet & Maxwell, 7th Edition, 2003 (available in the UCU Law Library)
L.S SEALLY Cases and Materials in Company Law (2001) (available at UCU Law Library)
R.R Pennington Pennington’s Company Law, Butterworth,4th Edition (1979).
Cary Eisenberg: Cases & Materials on Corporations, 5th Edition Abridged, Foundation Press, 1984 (available in the UCU Law Library)
Keith Walmsley Company Law Handbook, 20th edition , LexisNexis, Butterworths, 2006 (available in the UCU Law Library)
(Consultant Editor)
Bakibinga: Partnership Law in Uganda, Law Africa, 2011
Key Statutes
- Companies Act, 2012, Act No. 1 of 2012 (It awaits Regulations made under it but commenced as law on 1st July 2013).
- Partnership Act, 2010, Act 2 of 2010
- Companies (Government and Public Bodies Participation)(Valuation) Regulations SI 111-1.
- Companies Winding-Up Rules, SI 110-2 (To be replaced soon)
- Statutory Instruments 71-1
- The Capital Markets Authority Act, Cap 84 as amended by the Capital Markets Authority (Amendment) Act, 2011, Act No. 12 of 2011
- Insolvency Act, 2011, Act No. 14 of 2011
- Insolvency Regulations, 2013, SI No. 36
Law Reports
The Uganda Commercial Law Reports [1997-2001]; [2002-2004]
High Court Bulletin
East African Law Reports
All England Law Reports
WLR
Chancery
Kings Bench
SEMESTER II : Financing Of Companies [Week 1-3]
Tags : Corporate and Commercial