Course module - Company Law
Code : LAWS30121 Credit rating: 20 Semester : 1
- To encourage the development of students’ skills in legal reasoning and analysis through study of statutes, case law and regulatory practice relating to Company Law.
- To introduce students to the economic function of the company as a legal structure for business, to its advantages and disadvantages compared to other structures available such as the partnership and the limited liability partnership, and in particular to the company’s limited liability.
- To explain the legal nature and significance of limited liability and the price which those using a company as a business structure are required to pay for it.
- To provide students with knowledge and appreciation of the major core topics in Company Law including the legal nature of the company as a business structure, the legal implications of separate corporate personality including limited liability, the validity of contracts made with companies, the role of the board of directors and their legal duties as directors and the legal protection of shareholders.
- To facilitate an appreciation of the legal basis of the control exercised by a company’s board of directors over a company’s management and affairs, the legal limitations and constraints on this control and the effectiveness of these limitations and constraints in practice.
- To facilitate an appreciation of the legal nature of the relationships between a company and its management on the one hand and the various groups with an interest in the affairs of the company (or “stakeholders”) on the other, these stakeholders including the company’s shareholders, creditors and employees.
- To provide students with an awareness of current policy trends and developments in Company Law.
Objectives (Learning Outcomes)
- Students should know the relevant statutory materials, case law and regulatory practice relating to the major topics in Company Law
- Students should have an understanding of the economic function of the company as a legal structure for business, the legal nature and significance of the limited liability of a company, the price paid for limited liability, the legal nature of the role of the board of directors of a company and of the legal relationships between a company’s management and its various stakeholders.
- Students should be familiar with the current policy trends and developments in Company Law and of the likely impact of these trends and developments on the major topics in Company Law.
- Students should be able to identify and analyse critically key issues in Company Law.
- Students should be able to present reasoned and detailed arguments on key issues in Company Law.
- Students should be able to recognise the relevance of their knowledge of the major topics in Company Law to both real and hypothetical scenarios and use their knowledge to make a reasoned analysis of such a scenario, directing advice to a particular party in the scenario if requested to do so.
- Students should be able to assess the strengths and weaknesses of the current state of Company Law and evaluate specific proposals for reforming the law on the basis of this assessment.
- Students should be able to collect information from the sources available.
- Students should be able to undertake independent on-line and library-based research.
- Students should be able to engage in discussion and review of controversial issues both orally and in writing
- Students should be able to develop an argument persuasively.
- Students should be able to produce a structured essay with accurate citations to their source material.
- Students should be able to produce a structured analysis of a real or hypothetical scenario, identifying and analysing the legal issues raised by the scenario and accurately relating their analysis to their source material.
- Students should be able to think logically and to identify and solve legal problems.
- Students should be able to discuss legal problems orally and to formulate conclusions.
- Students should be able to present legal analysis and reasoned conclusions clearly and succinctly both orally and in writing.
- Students should be able to identify legal and practical issues relevant to one particular party in a given scenario, to analyse the scenario from the perspective of that party and to formulate relevant and practical advice for the benefit of that party.
- Students should be able to manage their study-time and to meet deadlines.
- Students should be able to conduct research using the Internet and computer databases.
This course unit is assessed by examination only.
There will be one examination lasting two hours and thirty minutes at the end of the semester [including fifteen minutes’ reading time]. Students will be required to answer three questions from a choice of seven, which will broadly reflect the content of the lecture and seminar programme.
The questions will include both essays and problematic scenarios. The essay questions will be designed to test students’ ability to engage in reasoned analysis and discussion of issues in Company Law. The problem questions will be designed to test students’ ability to identify legal issues and to direct reasoned and comprehensive advice as directed. Students will be provided with statutory materials in the examination.
Unassessed coursework will be required, to be submitted prior to week 9 of the course.
This should be marked by the seminar taker and full feedback will be given with the marks.
Outlines of Issues for the exam questions will be provided after the examination.
Restricted to: LLB (Law with Politics); BA (Law with Politics); LLB (Law); LLB (English Law & French Law) and LLB (Law with Criminology).
Pre-requisites: LAWS10051 Legal Method & Systems (or LAWS10261 Introduction to English Law) and LAWS10021 Contract Law.
The course will cover the following topics: Legal nature of companies. Comparison with partnerships and limited liability partnership. Corporate personality and limited liability. The corporate constitution. Contracting with Companies. Corporate management and the board of directors. Directors’ duties. The rights of shareholders, including remedies and the protection of minority shareholders.
Course materials (current students only) are available in Blackboard:
Dr Jasem Tarawneh
Mr Andrew Griffiths
See Law School timetable
30 hours of lectures, five hours of (fortnightly) seminars and 10 hours of (weekly) direction and feedback drop in sessions.
Given the possible breadth of the subject students will be made aware of particular topics within Company Law that form the core of any given year's lectures in company (these topics may vary from year to year) Blackboard will be an integral part of the teaching process.
The 5 seminars allow the students to explore in greater depth the critical topics and also importantly assess whether they have sufficient depth in any given topic. The seminars are used to direct reading and learning, based on the lectures and Blackboard materials. They involve a mix of problems and essay questions, set in advance. The method adopted in delivering these seminars involves active participation by each member of the seminar group to demonstrate knowledge and confident application of the topic set and to take the debate further.
Also, the course director and the lecturers on the course will dedicate one hour per week from their office hours to use as a drop in session for any questions or inquires about the course. These office hours will be advertised on the Blackboard page of the course.
TEXTBOOK (latest edition)
Gower & Davies' Principles of Modern Company Law OR
Boyle and Birds, Company Law OR
Mayson, French & Ryan, Company Law (annual) OR
Hannigan, Company Law
Sealy, Cases and Materials on Company Law OR
Hicks & Goo, Cases and Materials on Company Law
Sweet & Maxwell: British Companies Legislation
Butterworths: Company Law Handbook
Butterworths: Student Statutes