How to use these company law viva questions
Company law varies between jurisdictions. The principles below are common starting points, not a substitute for the legislation and cases prescribed for your course. Before practising, identify the jurisdiction and course materials you are being examined on. Where a question asks for a legal rule, name the relevant statute or authority from those materials; do not assume that a rule from one country applies elsewhere.
A viva tests more than recall. You need to give a direct answer, explain the reason for it, apply it to the facts and acknowledge uncertainty where the result depends on the jurisdiction or missing facts. Keep each first response brief enough to let the examiner ask a follow-up. If you do not know a detail, say so and explain how you would check it rather than inventing a section number or case.
The practice below uses three recurring skills: spotting the issue, stating a qualified rule, and applying it to the facts. The scores and feedback in the examples are practice feedback, not a claim about any university’s marking scheme.
The examiner strip in MySummaries sets a broad company-law focus without pretending that one country’s examination format applies everywhere:
Build a short route through each answer
Use this four-step pattern when an examiner gives you a problem:
- Issue: Identify the legal question raised by the facts.
- Rule: State the principle and, where relevant, the statute or case in the jurisdiction you are studying.
- Application: Connect each material fact to the rule. Avoid repeating the facts without explaining their legal effect.
- Qualification: Explain what could change the result: an exception, a missing fact, a procedural requirement or a different statutory provision.
For a conceptual question, replace application with a reasoned explanation of the principle’s purpose and limits. A good answer is not necessarily long. A concise conclusion followed by a reason is easier to test than a string of remembered phrases.
The station table in MySummaries turns the same broad topics into openings you can practise answering aloud:
Station 1: separate legal personality
This opening checks whether you can distinguish the company from its members, then resist treating that principle as an absolute answer to every liability question. In the response, state the general rule first and identify the facts that might justify looking beyond it.
The first recorded practice in MySummaries is marked against the platform’s checks for legal reasoning, application and qualification:
Examiner
A shareholder owns all the shares in a small company. The company signs a supply contract, cannot pay, and the supplier asks the shareholder to pay personally. Explain the starting point and what further facts you would need.
The answer identifies the company as a distinct legal person and starts from the company’s contractual liability.
ImproveExplain that incorporation generally gives the company its own rights and liabilities, rather than merely saying the shareholder is separate.
It connects the contract to the company, but does not ask whether the shareholder separately guaranteed the debt.
ImproveDistinguish liability under the company contract from a personal guarantee or other independent obligation.
The answer notes that exceptions may exist but does not identify what must be checked.
ImproveRefer to the governing statute and the jurisdiction’s approach to exceptional disregard of separate personality; do not assume the result.
A strong answerThe starting point is that an incorporated company has a legal personality distinct from its shareholders, so a contract made by the company ordinarily makes the company liable. Ownership of all the shares does not, by itself, make the shareholder a party to the contract or the owner of the company’s assets. I would check whether the shareholder gave a personal guarantee, entered a separate contract, or incurred liability through some other legally recognised route. I would also check the governing company legislation and local authorities before discussing any exceptional basis for attributing the company’s conduct or obligations to a member. On the facts given, inability to pay alone does not establish personal liability.
That is a MySummaries station, filled with company law material. Yours is written from your own notes. Start free
Notice the qualification: the answer does not make a universal claim about when a court may disregard separate personality. It identifies that as a jurisdiction-specific question and separates it from an independent promise by the shareholder. In your course answer, replace the general reference to local authorities with the cases and statutory provisions you have actually been assigned.
A likely follow-up is: “Does the shareholder own the company’s property?” Answer that the company owns its assets; the shareholder owns shares, which carry rights defined by law and the company’s constitution. Do not describe a shareholder as a direct co-owner of each asset.
Station 2: directors’ duties and a business opportunity
This scenario tests the difference between a director acting for the company and taking a potential corporate opportunity for personal benefit. Avoid jumping straight to a remedy. First identify the possible conflict, ask how the opportunity came to the director’s attention, then check the governing duty and any authorised process under the relevant law.
The second MySummaries recording shows an answer that spots the conflict but needs more detail on authorisation and the facts that matter:
Examiner
While negotiating for the company, a director discovers that a supplier will sell a valuable parcel of equipment. The company has not decided whether to buy it. The director buys it personally and later sells it at a profit. What would you advise the company to investigate?
The answer recognises a potential conflict and the possibility of accountability for a personal gain.
ImproveState the applicable duty in the terminology of the jurisdiction being examined, rather than relying only on the phrase ‘conflict of interest’.
It links the opportunity to the director’s negotiations for the company and identifies the personal profit.
ImproveAsk whether the company had the capacity and genuine opportunity to acquire the equipment, and how the director learned of it.
The answer mentions approval but does not distinguish the possible approving bodies or procedure.
ImproveCheck whether the applicable law permits authorisation, who may authorise it, and whether disclosure and constitutional requirements were met.
A strong answerI would first check the duties imposed on directors by the relevant company statute and cases, particularly the rules dealing with conflicts and unauthorised benefits. The opportunity arose while the director was negotiating for the company, so the connection between the director’s role and the personal purchase is important. I would establish whether the company was seriously considering the equipment, whether the director used confidential information, and whether the company had a realistic ability to purchase it. I would then check whether the conflict and proposed transaction were fully disclosed and validly authorised under the governing law and the company’s constitution. If there was a breach, the company may have remedies, but the available relief and any defences must be checked in that jurisdiction.
The examiner may press you: “What if the company could not afford the equipment?” Do not treat that fact as automatically decisive. Explain that it may matter to the opportunity and application, but the legal test and significance of the company’s financial position depend on the governing authority. Then ask whether the director’s own conduct, information or role created the conflict.
A useful correction to practise is replacing “the director stole the opportunity” with a legal explanation: the facts may raise a conflict-of-interest duty and a question about unauthorised personal profit. That is more precise, and leaves room to apply the local rule.
Station 3: minority shareholder complaint
A minority shareholder’s complaint may concern harm to the company, unfair treatment of a member, a breach of the constitution or a dispute about control. Do not assume these are interchangeable. Ask who suffered the loss, what conduct occurred, what relief is sought and which route the relevant jurisdiction provides.
The third MySummaries station focuses on sorting the possible claims before recommending a route:
Examiner
A company has two members. The controlling member causes the company to enter transactions benefiting another business they own, without consulting the minority member. The minority member says the conduct is unfair and wants to be bought out. What should you analyse?
The answer distinguishes a possible wrong to the company from the member’s complaint, but treats the remedy too quickly.
ImproveExplain that the identity of the person harmed can affect who may bring a claim and what relief is appropriate.
It identifies the related-party benefit, but does not ask about disclosure, approval or the company’s loss.
ImproveEstablish the transaction terms, decision-making process, director or member roles, and whether the company suffered loss.
It refers generally to a member remedy without naming the statutory route or its threshold.
ImproveCheck the local statutory provisions for unfair-prejudice or oppression-type relief, derivative proceedings and any procedural requirements.
A strong answerI would separate possible injury to the company from unfair treatment of the minority member. The company may have a claim if the transaction breached a duty, lacked required approval, or caused it loss; the relevant rules depend on the governing statute and cases. The member may also have a personal or statutory remedy if the conduct meets the local test for unfair prejudice, oppression or an equivalent form of relief. I would ask how the transaction was authorised, whether its terms were fair, what the company and minority member each lost, and what the constitution says about control and decision-making. A buy-out may be available in some systems, but I would not promise it without checking the jurisdiction’s remedy, threshold and procedure.
The key improvement is to avoid offering a buy-out as an automatic outcome. In a real oral examination, an examiner may ask you to compare a member’s personal remedy with a claim brought on behalf of the company. Your answer should explain why the distinction matters: it can affect who has standing, who receives any recovery and what order a court can make.
A transcript in MySummaries isolates a phrase that needs more precise legal language:
The company may have its own claim if the transaction breached a duty or caused it loss. The minority can just sue for unfairness. I would check the local statutory route and whether the complaint is about harm to the company, unfair treatment of the member, or both.
The minority can just sue for unfairness.
This skips the legal threshold and may confuse a company claim with a member’s remedy. ‘Unfairness’ alone does not identify a cause of action.
Say: Say: ‘I would check whether the facts meet the jurisdiction’s statutory test for an unfair-prejudice or equivalent remedy, and distinguish that from any claim belonging to the company.’A repeatable practice routine
For each question, give an opening answer of about 20–30 seconds: state the issue and the starting rule. Continue for another minute with the application and one qualification. Then practise follow-ups that change one fact. For example, in the director-conflict scenario, add that the board approved the purchase after full disclosure. Your next step is not to assume that approval is effective; explain that you would check who was entitled to authorise the conflict and what process the local law and constitution require.
After each attempt, review your recording against these platform practice checks:
- Did you answer the question asked before adding background?
- Did you state the rule in the correct jurisdiction’s terms?
- Did you connect a fact to each important legal issue?
- Did you distinguish a company claim from a member’s personal claim?
- Did you identify what further fact, authority or procedure could change the answer?
Repeat only the part that lost precision. If your answer was accurate but wandered, practise a shorter opening. If it was clear but legally vague, add the relevant authority from your course notes. If you gave a confident conclusion without enough facts, practise framing a conditional conclusion.
How MySummaries helps
Build a company-law revision board from your own notes, legislation and cases, then turn its topics into oral stations. Record answers, review feedback on structure and application, and return to the points you missed. Check every jurisdiction-specific proposition against your course materials. Practise with MySummaries.