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Company Law

  • Module code: LL6306
  • Year: 2018/9
  • Level: 6
  • Credits: 30
  • Pre-requisites: None
  • Co-requisites: None

Summary

This module examines the most common juristic person, the company (limited by shares or guarantee and both public and private limited companies). The cornerstones of the module include critical evaluation of the role of the company as a separate legal juristic person, directors and their duties, shareholders and their legal remedies, employees and their position apropos the Companies Act 2006. Close examination is undertaken of the policy and reform process leading up to the enactment of the Companies Act 2006. Primary sources (statute and case law) and secondary sources (academic comment, reform discussion) are used at length during the module.

Aims

  • To consider the nature and formation of the limited liability company and identify the issues that company law has to address
  • To consider the potential stakeholders in a company, particularly the shareholders and directors, and examine the principles of law that underpin their roles and interrelationships
  • To provide an introduction to the European and international context of company law
  • To consider issues of capital maintenance, public share offers and takeovers, insider dealing, corporate governance, corporate social responsibility and corporate crime
  • To further encourage and develop skills of research and communication, analysis and criticism

Learning outcomes

  • Demonstrate evidence of understanding of the rules relating to company formation, financing and management
  • Demonstrate critical understanding of the laws and principles governing the interaction between different stakeholders in a company
  • Demonstrate the ability to apply research to the solution of specific legal problems of company law
  • Demonstrate an ability to critically criticise the law

Curriculum content

  • The nature, formation and administration of the limited liability company
  • Corporate personality: limited liability and company as a legal actor in contract, tort and criminal law
  • An introduction to financing the company; the difference between share capital and loan capital
  • Directors: appointments, powers and duties

Teaching and learning strategy

The module will be delivered through a combination of lectures and seminars. The module handbook will contain the topics to be covered each week, reading lists and work for students to prepare for discussion in small groups.

The weekly company law sessions will consist of seminars/workshops every week.

The lectures will give an overview of the curriculum content, highlight problematic issues and identify independent research to be carried out by the student. The module handbook will contain reading lists and identify lecture topics and work to be prepared for small groups. Students will be required to prepare material in advance for the seminars/workshops and will be expected to participate in discussions of problems and issues. The seminars will enable students to demonstrate the ability to research independently, analyse critically and solve complex problems. 

Breakdown of Teaching and Learning Hours

Definitive UNISTATS Category Indicative Description Hours
Scheduled learning and teaching Lectures and seminars/workshops 66
Guided independent study 234
Total (number of credits x 10) 300

Assessment strategy

Assessment will consist of coursework (including in class activities) and examination. The coursework and in class activities will enable students to demonstrate the ability to conduct independent research, identify relevant policy issues and come to conclusions based on sound knowledge and understanding. The examination at the end of TB2 will require students to apply the relevant legal rules making use of statutory material and displaying knowledge and understanding of relevant case law, and display an ability to critically evaluate current company law.

Mapping of Learning Outcomes to Assessment Strategy (Indicative)

Learning Outcome Assessment Strategy
1) Demonstrate evidence of understanding of the rules relating to company formation, financing and management Coursework (including in class activities) /Examination
2) Demonstrate critical understanding of the laws and principles governing the interaction between different stakeholders in a company Coursework (including in class activities) /Examination
3) Demonstrate the ability to apply research to the solution of specific legal problems of company law Coursework (including in class activities) /Examination
4) Demonstrate an ability to critically criticise the law Coursework (including in class activities) /Examination

Elements of Assessment

Description of Assessment Definitive UNISTATS Categories Percentage
Exam Written exam 50
Coursework Coursework 40
In class test Written exam 10
Total (to equal 100%) 100%

Achieving a pass

It IS NOT a requirement that any major assessment category must be passed separately in order to achieve an overall pass for the module.

Bibliography core texts

P Davies, Gower & Davies Principles of Company Law (Sweet & Maxwell)

Bibliography recommended reading

A Boyle and J Birds, Company Law (Jordans)

J Lowry, Pettet's Company Law (Pearson)

J Farrar and B Hannigan, Farrar's Company Law (Butterworths)

L Sealy and S Worthington, Cases and Materials in Company Law (Oxford University Press)

A Hicks and S Goo, Cases and Materials on Company Law (Oxford University Press)

Butterworths Company Legislation

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