 Rwyf y gallwch, wrth gwrs, mae'n gwneud yn datblygu'r Cymru yn ysgolig yr ystyried cadun o'i meddwl, ond mae'n siarad arweinyddol yn gerchodd, nid o'r ffordd ac yn ysgolig oherwydd a ni arweinyddol yn gweithio'n gweithio'n gweithio. Rwyf wedi cael y ddechrau'n iawn i'w ddweud. figwydol'n cyweldod amlaennau rydyn nhw sydd wedi'u cynlluniaidd y combineil. I'n bwysig ar y barl, ac bob gweithio'r Gweithnod aolveb yn'r ysgrif honno yn gyllid gyllid gyda Llywodraeth a'u mi'n gyflawni a'r gweithio'r tyleri yn fwy o'r rhan o'r gweithio, yn ymgyrchu'r lleol iawn a'r lleol iawn, ond o'r wych yn gweithio yr ysgrif, maen nhw'n yn bwch eu sou o'r cymdeithasol. Mae'r cymdeithio'r lleol iawn. Yn iawn bod yn cymdeithasol, fel o'r lŵr cymdeithasol, yn eu gwasanaeth, maen nhw'n meddwl y ions fel y maen nhw'n meddwl. Mae'n gymryd cyhoedd ychydig, mae'n meddwl i'r wych yn cael eu cyflwyno. Mae'n dod i'r cwrs yw'r adroddau o'r profesiys hwll i ddod y cwrs. Felly rydych yn ymdill yma y gallu bod yn gwneud y cwrs, i'r cefnodau, i'r cefnodau, i'r cefnodau i'r cefnodau. Felly, rwy'n meddwl i'r gwaith ar y ddechrau. Felly, mae'n meddwl i'r cyflwyno, bobl i gael i'w clonds i ddwylau i gael i gael, dwi'n golygu i ddweud ymlaen. I hoffio ar ei wneud yr ysgol bywyr peirion, i hoffio ar gyfer yw bach. I hoffio ar hyn i fod gyda eich casau? Felly, effaith y probob ymlaen gyda unrhyw ymlaen agor, ei fod yn gallu o'ch eich dod i gael i sefydlu o'i ardal, If you're a corporate lawyer, when you leave your university and you take up a post, particularly in a large law firm, you will either join the corporate advisory department if you're doing this sort of work, or you'll join the litigation department. And the client, whenever he's going fine, deals with all the people in the corporate advisory department, and they all go on terribly well, until something goes wrong, and then they're handed over to a different bunch and know very little about corporate advisory work, but everything about litigation. And the corporate advisers know almost nothing about litigation, in my experience. Now, what this course therefore is intending to do is to provide you with some skills and tips that hopefully will last throughout your career as to how you cope when things go wrong. So it's not just for people who want to do litigation as a profession, but it's actually for you as advisers to know the sort of remedies you're available and how do you rescue the situation. And that's really what we're talking about. And what I hope to do is to try and get over to you the very practical points about how do you prepare for litigation? How do you avoid litigation? Because I've always regarded it as a terrible defeat if you actually end up in court trial. It shows you that something's gone horribly wrong. So we spent quite a bit of a time at the very end of this course in looking at alternative dispute resolution, methods of mediation, what you should aim for, how you negotiate settlements, that sort of practical stuff. And I'm afraid I have a whole sort of library of old war stories of how things have gone disastrously wrong on time to time, and how you have to try and sort of make sense of it. So that's what we're looking at as a general rule. Let me just hand it out to you. You can just pass these around. This is the course outline. You just like to have the outline pass on, and you will see the topics we discuss. We're looking at it from a UK company law point of view, but because we're so heavily influenced in this country by all the commonwealth countries in the English-speaking world, as it were, you will see that I do you because I've practised there with Hong Kong and with a number of the sort of West Indian jurisdictions, Bermuda and Cayman and all the sort of various offshore islands, which of course have a system of corporate law which is very much modelled on the UK corporate system and Australia and New Zealand and Canada and so forth. Not so much the United States, because as Dr Moore was saying earlier, it is very, very different. So this is a, and it has diverged enormously. And Canada, of course, is influenced most by the States in corporate terms as well as in every other way, and therefore to an extent there's less Canadian law in this involved. But we will look at it from a sort of comparative point of view when we can so you can see how different jurisdictions have dealt with the same problems. Now, that list there shows you that we will, we start off with an introductory view and we look particularly at first at directors duties. Now I have been and I'm still a deputy high court judge and for my scenes, several of the cases that I've been involved in and actually given judgements on that have been reported. And so you will have some, we will have some fun, because you'll have the opportunity to pull apart my reasoning as much as other judges when we go and have a look at that. But in the area of directors duties, responsibilities of directors and so forth, we'll have a chance at that. But we'll look at that mainly in the first session. Then we go on to look at personal rights of action by shareholders, enforcement of the constitution and so forth. That goes kind of planes nicely with corporate governance classes. Then we go to derivative actions, which you will be familiar with. It's actions brought by a shareholder on behalf of the company for the benefit of the company to try and protect the company. And then we look at unfair prejudice petitions, which we deal with over two seminars. Unfair prejudice is a typical remedy for an aggrieved minority shareholder who can say that the affairs of the company are being run in a manner which is unfairly prejudicial to their interests. And that's the fancy language that's been chosen now throughout most of the English-speaking world to try and catch as wide a level of misbehaviour as you possibly can. Unfair. It's got to be unfair. It's also got to be prejudicial. It's got to be both. And we'll look at the way that. Because that then leads us on in the second of those seminars to discuss about share valuation. In a public company, we all know you can go to the stock exchange, sell your shares, no problem. But in a private company, if you're getting out, you have to value those shares. What's the basis of valuation? Should it breed pro-rata? In other words, you earn 15% of a company. You're treated disgracefully. You're not given any dividends. The owners, the majority shareholder, are robbing you right, left and centre. And the question is, how do you value your shareholding if they've got to buy you out? You want to get out? You want to realise you're investing? Is it going to be 15% of the value of your whole company, which might be fair, that you don't want to go? Or is it what the market would actually pay for those shares? A wealthy man in the street, what would he pay you for 15% of that company? Assuming they're behaving themselves. Never mind the fact that they are probably not. And do you have a substantial discount applied to the valuation? We have to look at that to see how the remedies apply and whether we get effective remedy. We then go on to deal with just an equitable winding up, which is effectively the sort of nuclear remedy. If you can't get anything else, you want the company brought to a close, to terminate its existence. And then you want the company sold off, the asset sold off and you want your share. And that way you'll get your 15%, because everybody gets their pro-rata shareholding amount. And we look at that and the restrictions there are on applying that, both in the UK and, as I say, in the Commonwealth. In seminar 7, we deal with a sort of hodgepodge of ideas about contested takeovers, challenges to compulsory purchase, schemes of arrangement, which are sort of corporate reconstructions which you're going to hear about, I'm sure, in the deals course. Then we deal with limited liability partnerships, which is a new corporate sort of quasi-corporate entity that's been invented in the last few years, often used by institutions in the city of London, financial institutions, the sort of joint ventures, and also used by most of the big law firms to avoid sort of personal liability. And then finally we deal with actions against accountants and auditors, about which I seem to have spent too much of my life, where companies have collapsed as a result of complete core incompetence on the part of the accountants who've failed to detect fraud, mis-stealing, and so forth. And then we end up, and with probably one of the most important seminars that we can only deal with at the end, and that's the question of costs, negotiation of settlements, mediation, and, as I say, alternative dispute resolution. How can we settle things without getting embroiled? Now, the aim of the course is to take you right from the beginning, from the moment the client walks in your door of your office to think about what you need to get from him, information, documents, and the rest, right through to the very end of sorting out the problems. Now, practical stuff. There are eight seminars. I always add one at the beginning of January, so we start from January when the term starts, but I've always put in an extra class under this year. It'll be the 14th of January. It should be a short one-hour introductory class. I know you all come from so many different backgrounds, but we're going to try and have an opportunity to chat quite informally so that I get some good idea about what your experience is and so forth, and that's not a compulsory class, but it's a useful introduction to get into grips with things. It then runs for eight weeks after and you've got the list on that piece of paper of the talks. Now, each one's on a Wednesday at two o'clock, starting, as I say, I think on the 21st of January, and we run right the way through to March. Then there is an exam, I'm afraid, which is the price you pay in this university for sitting here and enjoying the environment. The way the exam works is this. We will be looking at problems, and so the exam consists of five questions. You'll have to answer three of them. There's always going to be one essay, and you'll have, as I say, the problems will be practical problems that you'll have to try and resolve, and during the course we will look at some of those problems in previous papers so you get used to the idea about it, to be frightened of. It's an open book exam, you'll be able to take into the exam any notes you've made in class. For every seminar I give you an eight or ten page sheet, which you'll get online as well, which sort of gives all the references and so forth. So that's how the exam is. The exam is not a memory test, it's a test of your practical judgment and competence, and to see whether you've actually absorbed something in the process. There's no textbook for the course, but you will want to look at company textbooks, the best of which is called Gower and Davis, which is produced recently by Professor Worthington here at the university, and it costs about £30, £35, that sort of thing. It's about a year old, the latest edition, Gower and Davis. The other book that's worth looking at if you can get hold of it, particularly if you can get a second hand copy anywhere, is Ceeleon Worthington, Professor Worthington again, Ceeleon Worthington, Cases and Materials on Company Law. Again, very useful book. Try and get hold of one because it'll help you with looking at the references. I will refer you in my seminar notes to all the real, all the right chapters, the right documents, the cases, and I will identify for you the key cases, because we will be looking at law. I mean, this is in a sense a black letter law approach. We will be looking at decided cases and how the judges reason their judgements. And we'll be looking at it from the point of view of saying, well, do we agree? Do they get it wrong? Often judges come to the worst possible conclusion. The outcome isn't good. It's bad for everybody. And we can have some fun looking at these things and saying, well, have they come out with the practical arts? So that's really what it is. As I say, we'll have an introductory session on the 14th of January. I'm here every Wednesday during next term. Anybody can get hold of me when you can through the email system or you can meet me on the day, as it were, and I can deal with any problems that way. As I say, people often ask, what does this fit best with? And the answer is it fits with anything, any course you want to take. You'll see, I say, what I'm looking at is remedies, procedure, that sort of stuff, practical stuff that will enable you to advise your client. And the final thing really is that I hope it will be a fair amount of fun, quite a lot of laughter, if previous years are ready to go by, and that you'll enjoy the course. It's not intended to be an ordeal, but it's intended to give you those skills that you might not otherwise get. Has anybody got any questions? I'll be hanging around later and see you over lunch. And if anybody's got any points, please do raise them then. Thank you.