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Principles of Company Law

Module description

Companies play a pivotal role in society, and are of particular importance to the world of business. Knowledge of company law is therefore of great benefit to a wide range of people, from lawyers, directors, shareholders and business people, to employees, creditors and political lobbyists.

In this module, you will consider the nature of the company, the key roles within the company and their rights and obligations, how companies make decisions, how companies raise capital and the options for a company facing insolvency. You will gain a solid understanding of the relevant law and its practical application for companies in the commercial world.

This module is compulsory for students with no prior legal background enrolled on the LLM Law and Business.

Module aims - intentions of the module

The aim of this module is to introduce you to some of the key topics in company law.

This module will provide a framework for understanding the role of a company as a form of business enterprise and why the facilitative nature of UK legislation is central to the operation of the modern corporation. The course will focus on the nature of the company, its juridical nature and the key decision makers within the company and their corelative accountability.

The module aims to enable you to identify legal issues and problems arising through the use of a company, and the legal implication of operating as a limited company

The underlying aim of this module is to introduce legal principles and the principles upon which modern corporations are run.  It will also provide a grounding in why law in business practice is of fundamental importance in running a modern-day business enterprise.

Given that the bedrock of the capitalist society is the modern corporation, an understanding of the law which underpins its operation offers a transferable knowledge base.

Intended Learning Outcomes (ILOs)

ILO: Module-specific skills

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

• 1. Demonstrate detailed understanding of the role and principal features of companies in England and Wales;
• 2. Demonstrate detailed knowledge and understanding of the principal features of company law in the areas considered in the module;
• 3. 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...

• 4. Apply legal knowledge to a problem/ case study and suggest a conclusion supported by relevant arguments and material;
• 5. Select, integrate and present coherently and reflectively, relevant law and legal 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 develop own arguments and opinions with minimum guidance;
• 7. Communicate and analytically engage 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 the following topics:

• Introduction:  Forms of Business Vehicle, the sole trader, Partnership and The Company

•  The concept and consequences of separate corporate personality and its historical evolution and significance. The advantages and disadvantages of Incorporation.

• The Corporate Veil and its interpretation.
• Organs of the Company; corporate decision making and contractual relationships, internally and externally. 

•  Directors and Directors’ Duties: overview of the role of directors, how they are appointed/removed and their duties and what are their duties, and who are these owed too

•  Shareholders: overview of the role of shareholders, overview of powers and remedies available for dissatisfied shareholders.

•  Corporate Finance: Overview of how companies raise capital and how this is regulated.

•  Corporate Insolvency: Overview of insolvency processes (corporate rescue, administration, pre-packs, liquidation), the role and powers of a liquidator, and directors’ liability in insolvency.

• Corporate Purpose and the function of Corporate law

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

Basic reading:

• Hannigan, B., Company Law (OUP) latest edition.
• Mayson, French and Ryan on Company Law (Blackstone Press) latest edition.

Indicative learning resources - Other resources

Other resources:

• www.companieshouse.gov.uk
• https://www.legislation.gov.uk/

Key words search

Law, Company, Foundation, Company Law, Corporate Law, companies, corporations, business, enterprise