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Corporate Law, Theory and Governance

Module description

Corporate Law (or ‘Company Law’) is a subject of great practical and theoretical importance, interlinking closely with the commercial, finance and policy sectors, as well as playing an essential function in wider society. Indeed, companies are an essential and indispensable force within the global economy, being responsible for many of the goods, services, projects and jobs occurring around us every day and being the principal medium for the flow of capital and finance globally. This module leads students through the breadth and depth of UK corporate law, exploring the core legal rules and systems which regulate companies’ interaction with society and its stakeholders (such as by the Companies Act 2006). It covers issues such as the laws regulating the internal relations and power dynamics between stakeholders within a company, such as the legal relations between directors, shareholders, agents and employees inside a company; as well as the law governing the external activities of a company, such as its legal responsibilities and liabilities as a legal person and the liabilities of its agents to wider stakeholders in society.

Going further than a traditional Company Law module in a number of ways, this course provides students with a more critical and theoretical grounding in the notion of corporate personhood and in the growing theories and principles which address the optimum strategic design of companies and their effective integration with broader societal objectives.

This grounding in ‘Corporate Governance’ equips students interested in Corporate and Commercial Law fields with a deeper understanding of commercial practice, while also enabling you to prosper in broader fields such as management, entrepreneurship, business strategy and broader social policy. It is therefore also open to non-LLB students in other SSIS and UEBS programmes across the Penryn Campus. Various topics are covered on the module, including the notion of corporate personhood and the theories exploring the ‘corporate veil’, the process of incorporation and promoter liability, the internal rules and culture of a company and the role of the Articles of Association, the power dynamics between different internal and external stakeholders, the liability of a company and of its agents, the different forms of corporate structure, and wider theories of corporate governance and corporate social responsibility.

Module aims - intentions of the module

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. You will also have a deeper appreciation of effective corporate governance and will have developed a strong theoretical foundation for management, corporate structuring and policy, corporate social responsibility, the regulation of corporate or other profit-oriented organisations.

This module is designed to equip students with a clinical and practice-oriented understanding of corporate law, in order to help prepare them for a career in the commercial, legal or financial sectors.  It also helps prepare students for careers in public policy, governance, management and working with charitable organisations in the third sector.

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 and different aspects of corporate law and governance;
• 2. identify and critically evaluate theoretical or practical challenges in corporate law and governance, leading to justified solutions, arguments or hypotheses;
• 3. evaluate and critically discuss issues and challenges arising in the areas of corporate law and governance

ILO: Discipline-specific skills

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

• 4. understand and access a range of different sources of law and learning materials, using them appropriately to explain issues, critique arguments or provide answers;
• 5. select, integrate and present coherently and reflectively, relevant law and legal or theoretical arguments.

ILO: Personal and key skills

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

• 6. manage relevant learning resources or learning strategies to develop own arguments and opinions with minimum guidance;
• 7. communicate and engage in written arguments effectively and accurately in a manner appropriate to the discipline or in different contexts

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:

• The Role of Companies in Society
• Corporate Form and Structure
• The Veil of Incorporation and Corporate Personality
• The Process of Incorporation and Promoter Liability
• Differing Interests between Ownership and Control
• The Internal Laws, Dynamics and Culture of a Company
• Corporate Governance
• Corporate Social Responsibility
• Contractual, Tortious and Criminal Liability
• Agent and Director Liability
• Director’s duties
• Shareholder rights

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 Reading:

- Hannigan, B., Company Law (OUP 6^th Edn, 2021)

- French, D. et al, Mason, French and Ryan on Company Law (OUP 38^th Edn, 2023)

- Agnew, S. and Worthington, S., Sealey & Worthington’s Texts, Cases and Materials in Company Law (OUP 12th Edn, 2022)

- Moore, I., Q&A Company Law (OUP 3^rd Edn, 2020)

Key words search

Company Law, Foundations