Corporate Law and Governance
Module title | Corporate Law and Governance |
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Module code | LAWM105 |
Academic year | 2021/2 |
Credits | 30 |
Module staff | Dr Malcolm Rogge () |
Duration: Term | 1 | 2 | 3 |
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Duration: Weeks | 11 |
Number students taking module (anticipated) | 30 |
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Module description
Company Law is of both theoretical and practical interest, of value both to specialist corporate lawyers and, given the importance of companies to the economy and everyday life, to anyone interested in law, business and legal practice. This module considers the operation and regulation of companies, focusing initially on the regulation of companies in England and Wales by establishing the fundamental principle of separate legal personality and examining the key internal relationships, looking in particular at directors’ duties and shareholder remedies. From this base the module then moves on to consider matters of enforcement and finance, taking a transnational law approach.
The module is open to all LLM students – students are not expected to have any existing knowledge or experience of Company Law in the UK.
Module aims - intentions of the module
The module aims to introduce you to some of the important topics and themes in Company Law and give you a strong foundation in the legal regulation of companies, particularly those registered in England and Wales. Having completed the module you should appreciate the legal nature of a company and its role within the business environment and have a strong understanding of key legal issues. The module aims to equip you with the ability to identify pertinent issues and problems in company law and evaluate and assess them from both a theoretical and a practical standpoint.
Intended Learning Outcomes (ILOs)
ILO: Module-specific skills
On successfully completing the module you will be able to...
- 1. Understand and critically evaluate the role of companies and company law and the implications of incorporation
- 2. Demonstrate detailed and comprehensive knowledge and understanding of the principal features of company law.
- 3. Identify, explain, assess and analyse comprehensively issues arising in the areas of company law considered in the module and identify and apply relevant legal rules and theories to those issues
ILO: Discipline-specific skills
On successfully completing the module you will be able to...
- 4. Demonstrate a high level of ability in selecting, integrating and presenting coherently and reflectively, relevant law and legal/theoretical arguments
- 5. Demonstrate a high level of ability in integrating and assessing information from a wide variety of primary and secondary legal sources, using this to produce reasoned arguments and analysis in relation to legal issues.
ILO: Personal and key skills
On successfully completing the module you will be able to...
- 6. Demonstrate ability to manage relevant learning resources/ information/ learning strategies confidently and effectively and to develop independently own reasoned arguments and opinions
- 7. Communicate and engage in debate effectively and accurately, in a manner appropriate to the discipline and context
Syllabus plan
Whilst the precise content may vary from year to year, it is envisaged that the syllabus will cover all or some of the following topics:
- Introduction: companies and company law
- Corporate personality and lifting the veil of incorporation
- Directors, the company and stakeholders
- Directors’ duties
- Minority shareholder remedies
- Directors in public companies: remuneration, reporting duties, and strict liability.
- Shareholder democracy and investor protection
- Corporate finance and regulation
- Takeovers and insider trading
- Corporate liability, accountability and governance
- European company law and harmonisation
Learning activities and teaching methods (given in hours of study time)
Scheduled Learning and Teaching Activities | Guided independent study | Placement / study abroad |
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33 | 267 | 0 |
Details of learning activities and teaching methods
Category | Hours of study time | Description |
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Scheduled Learning and Teaching | 33 | 11 x 3 hour interactive seminars |
Guided independent study | 120 | Preparation for seminars 2-11 reading and consideration of issues |
Guided independent study | 30 | Preparation of paper and presentation for seminar |
Guided independent study | 117 | Preparation for assessed essay |
Formative assessment
Form of assessment | Size of the assessment (eg length / duration) | ILOs assessed | Feedback method |
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Presentation and discussion | Approx 45 minutes | 1-7 | Oral feedback |
Submission of seminar paper | 1,500 words | 1-7 | Written feedback provided; additional oral feedback available on request |
Summative assessment (% of credit)
Coursework | Written exams | Practical exams |
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100 | 0 | 0 |
Details of summative assessment
Form of assessment | % of credit | Size of the assessment (eg length / duration) | ILOs assessed | Feedback method |
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Written essay | 100 | 7,500 words | 1-7 | Written feedback; additional oral feedback available on request |
Details of re-assessment (where required by referral or deferral)
Original form of assessment | Form of re-assessment | ILOs re-assessed | Timescale for re-assessment |
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Written essay | Written essay (7,500 words) | 1-7 | August/September reassessment period |
Indicative learning resources - Basic reading
Mayson, French & Ryan on Company Law, 30th ed., 2013
Davies & Worthington, Gower’s Modern Company Law 9th ed., 2012
Hannigan Company Law, 3rd ed, 2012
ELE – http://vle.exeter.ac.uk/
Indicative learning resources - Web based and electronic resources
Companies House: http://www.companieshouse.gov.uk/
Department for Business, Innovation and Skills: https://www.gov.uk/government/organisations/department-for-business-innovation-skills
Financial Reporting Council: http://www.frc.org.uk/
Credit value | 30 |
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Module ECTS | 15 |
Module pre-requisites | none |
Module co-requisites | none |
NQF level (module) | 7 |
Available as distance learning? | No |
Origin date | 01/11/2013 |
Last revision date | 18/10/2021 |