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Company Law

Module description

An understanding of Company Law is an asset to anyone: companies, whether for good or bad, are now an essential feature of our economy and society and a frequent topic of political and wider debate. If you intend to practise in law or follow a business or commercial path, a detailed understanding of Company Law is essential, while even if you have different career aspirations, an appreciation of Company Law allows you a better understanding of legal, business and financial regulation and can empower you as employee, customer, supplier or creditor. This module looks at issues arising throughout the life of the company, from formation to liquidation. In this module, considering both private and public companies, you will examine the nature of the corporate form, the constitution, administration and management of companies, directors’ duties, shareholder remedies, corporate responsibility, corporate capital, corporate insolvency and directors’ liability on insolvency. You will consider topics that concern both the internal operation of a company (and the relationships within a company), and the external activities of a company (and the company’s engagement with the wider world).

This module is open to undergraduate students with experience of studying law in England and Wales. Lectures in the first term are shared with Company Law Foundation (LAW3083). Pre-requisite: LAW1004 Law of Contract.

Please note that you cannot choose to take BEA3015 ‘Corporate Law’ in conjunction with this module.

Module aims - intentions of the module

The aim of this module is to enable you to gain a detailed understanding and appreciation of many key topics in Company Law and to develop your legal skills of analysis and problem-solving.  Having completed the module you should understand the role of the company as a form of business enterprise and have a thorough knowledge and understanding of the key aspects of its legal regulation.  The module aims to enable you to identify legal issues and problems arising through the life of a company, to consider and analyse areas of legal complexity and advise appropriately on legal resolution of problems.  The module covers topics ranging from the formation of a company, through the administration and management of a company, directors’ duties, shareholder remedies, corporate responsibility, and capital, to insolvency, liquidation and associated liabilities.

Intended Learning Outcomes (ILOs)

ILO: Module-specific skills

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

• 1. demonstrate understanding of the role of English company law (hereafter 'company law') and of companies within the English legal and business system;
• 2. demonstrate detailed knowledge and understanding of the principal features of companies and company law within the key areas of (a) corporate form and structure; (b) ownership and control; (c) duties and remedies; (d) dealings with the outside world; (e) capital; (f) corporate insolvency;
• 3. identify, explain and critically assess/analyse issues arising in the key areas of company law and identify and apply relevant legal rules to those issues;
• 4. demonstrate ability to use comprehensive knowledge and understanding to deal with complex issues and problems arising in the key areas of company law, reach appropriate and reasoned conclusions and offer analysis/criticism of legal arguments;

ILO: Discipline-specific skills

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

• 5. demonstrate ability to integrate and assess information from primary and secondary legal sources using appropriate interpretative techniques;
• 6. demonstrate ability 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...

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

Syllabus plan

It is envisaged that the syllabus will include the following topics in the following order although precise content and order may vary.

• Introduction business enterprise and the company
• Corporate form and structure: corporate personality and lifting the veil of incorporation; the company’s constitution
• Ownership and control: shareholders, directors and decision-making; corporate governance
• Duties and remedies: directors' duties; shareholder remedies
• Dealing with the outside world:  contractual, tortious and criminal responsibility; corporate social responsibility
• Capital: share capital; loan capital
• Corporate Insolvency: insolvency and corporate rescue; winding up of companies; liability of directors on insolvent liquidation
• Revision session

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

Indicative basic reading list: 

French, D. et al, Mayson,French and Ryan on Company Law 35th ed. (Oxford) 2018;

OR

Hannigan, B., Company Law 5th ed, (Oxford) 2018.

OPTIONAL:

Sealy, L. & Worthington, S. Sealy & Worthington, Worthington’s Texts, Cases and Materials in Company Law, 11th ed. (Oxford) 2016; 

French, D. Blackstone’s Statutes on Company Law 2018-19 (Oxford) 2018.

Moore, I. Q&A Company Law 2nd ed. (Oxford) 2018.

Indicative learning resources - Web based and electronic resources

ELE: http://vle.exeter.ac.uk 

www.companieshouse.gov.uk 
www.dbis.gov.uk

Key words search

Company Law, Company, Law, Companies, Corporate Law, business, corporations, enterprise, entrepreneur, corporate governance, insolvency, liquidation, winding up