Workshop on Essentials of Company law

Program overview:

Corporate law or company law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of a corporation. Corporate law regulates how organizations, investors, shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community and the environment interact with one another.

This workshop course is design to help participants to understand essential elements of company law and give them a practical appreciation of how companies should be run and managed.

For whom:

This program is designed for Legal Officers, Heads of Legal Teams and Lawyers in organizations, Lawyers in Banks, Insurance Companies, Mortgage Institutions, Regulatory Agencies, Company Secretaries, Legal Advisers, Administrative Officers in Government Ministries and Parastatals, Law Enforcement Officials, Administrative Officers in private organizations and companies, as well as other interested participants.

Learning objectives:

At the end of the program, participants will be able to;

• Learn the basics of what companies are and how they are formed and run
• Discuss the foundations of company law (Companies and Allied Matters Act 1990)
• Explain the ‘life cycle’ of a company and its legal obligations
• Understand the Company boards – their role, duties, powers and decision-making process
• Understand Shareholders and how to manage share capital
• Develop tools to explore the links between legal theory and business reality 
• Have a sound foundation level understanding in the key principles of Corporate Law.

Course outline:

Day 1: The Nature of a Company and Formation of a Company

• Types of company
• The interrelationship between the:
  • Companies Act,
  • case law and a company’s constitution
• The company secretary
• Setting up a company

Day 2: Corporate Finance and Management

• An Overview of Corporate Finance
• Share classes and share capital
• Company accounts and reporting
  • Taxation
  • The annual return
  • Debentures,
• Other Funding considerations

Day 3: The management of a company

• The Board of Directors
• Types of director
• The company secretary
• The auditor;
• Company registrars
• How decisions are made in companies
• Appointment and removal of directors
• Board meetings and board minutes

Day 4: Directors’ Roles and Responsibilities

• Director’s statutory and non-statutory duties
• Dealing with directors’ conflicts of interest
• Company filing and record-keeping

Day 5: Directors’ potential liabilities on insolvency

• Other potential director liabilities
  • g. Bribery, Fraud, and Health
• Safety and Corporate Manslaughter
• Winding up of companies

Training Methodology

Lectures, discussions, exercises, and case studies will be used to reinforce these teaching/learning methods.