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Foundations of Company Law

Module description

Company Law is a subject of great practical and theoretical interest, with important links to business and to other areas of law.  Because of the importance of companies to the economy and society, it is also a subject that is continually part of the wider political debate. It would be all but impossible to go through life without dealing with companies (whether large or small): lawyers, business people, advisors, employees, customers, suppliers, creditors, politicians – all have to engage with companies at some level or another.  In this module, you will consider both private and public companies and examine the nature of the corporate form and the constitution and administration of companies, and will focus on the key players in the corporate drama – directors and shareholders – and their relationship to one another.

This module does not require any prior legal knowledge, and is suitable for students from any discipline. However you may find it an advantage to have studied Legal Foundations for Business (BEP 2080)

Module aims - intentions of the module

The aim of this module is to offer you foundations in some of the key topics and themes in Company Law.  It is not an ‘introduction’ to the subject in the sense of providing you with relatively shallow knowledge over a wide range of topics; instead it considers in depth some of the main ideas underpinning Company Law and thus provides a foundation in the subject.

Having completed the module you should have gained an appreciation of the role of the company as a form of business enterprise and a thorough understanding of some of the aspects of its legal regulation, focusing on the nature of the company and the positions of directors and shareholders within the company. The module aims to enable you to identify legal issues and problems arising through the use of a company, to consider and analyse areas of legal complexity within the topics covered and advise appropriately on the legal resolution of problems. The module covers various topics concerning the use of the corporate form, in particular looking at issues arising on incorporation, issues arising from the company's structure, administration and management and issues with directors' obligations and minority shareholder protection.

Intended Learning Outcomes (ILOs)

ILO: Module-specific skills

On successfully completing the module you will be able to...

• 1. demonstrate detailed knowledge and understanding of the principal features of company law in the areas considered in the module: (a) corporate form and structure; (b) ownership and control; (c) duties and remedies.
• 2. identify, explain, assess and analyse issues and problems of differing levels of complexity arising in the areas of company law considered in the module, and identify and apply relevant legal rules to those issues and problems, and reach appropriate conclusions

ILO: Discipline-specific skills

On successfully completing the module you will be able to...

• 3. understand and access a range of different sources of company law and use them appropriately to explain issues, reach conclusions and critique arguments and problems in the areas of company law considered in the module
• 4. demonstrate the capacity to apply legal knowledge to a problem/ case study and to suggest a conclusion supported by relevant arguments
• 5. demonstrate the capacity to select, integrate and present coherently and reflectively, relevant law and legal/theoretical arguments

ILO: Personal and key skills

On successfully completing the module you will be able to...

• 6. manage relevant learning resources/ information/ learning strategies and to develop own arguments and opinions with minimum guidance
• 7. communicate and engage in debate effectively and accurately in a manner appropriate to the discipline/ different contexts;
• 8. work independently, within a limited time frame, with access to external sources, to complete a specified task.

Syllabus plan

Whilst the module’s precise content may vary from year to year, it is envisaged that the syllabus will cover some or all of the following topics:

• Introduction: business enterprise and the company;
• Corporate form  and structure;
• Ownership and control:
• Shareholders, directors and decision-making;
• Corporate governance;
• Corporate duties

Learning activities and teaching methods (given in hours of study time)

Details of learning activities and teaching methods

Formative assessment

Summative assessment (% of credit)

Details of summative assessment

Details of re-assessment (where required by referral or deferral)

Indicative learning resources - Basic reading

Mayson, French and Ryan on Company Law (OUP: 2017) 34th ed.

Hannigan, B., Company Law (OUP: 2012) 4th ed.

Read more at http://socialsciences.exeter.ac.uk/law/currentstudents/undergraduatemodules/2018-19/module/?moduleCode=LAW3083C&ay=2018/9/readinglist#AIyPg8Oo4uOCwLV9.99

Key words search

Company Law, Foundations