Corporate Law and Governance

Module title	Corporate Law and Governance
Module code	LAWM105
Academic year	2020/1
Credits	30
Module staff	Dr Joseph Lee (Convenor)

Duration: Term	1	2	3
Duration: Weeks	11

Number students taking module (anticipated)	30

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
33	267	0

Details of learning activities and teaching methods

Category	Hours of study time	Description
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
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
100	0	0

Details of summative assessment

Form of assessment	% of credit	Size of the assessment (eg length / duration)	ILOs assessed	Feedback method
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
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/

Key words search

Company Law; Corporate Law; Corporate Governance

Credit value	30
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	26/08/2020