10 credits at level HE5
The aims of this module are:
•To develop students’ knowledge and understanding of the main concepts, principles and rules of company law.
•To enable the student to explore the economic and political context of company law and in particular the way in which the law seeks to strike a balance between the interests of companies, shareholders and creditors.
•To develop students’ ability to identify, analyse and apply relevant rules of statute law, case law and EC provisions to realistic situations and problems.
Sole traders and Partnership – Nature of business organisations other than limited companies. Advantages and disadvantages of different types of organisation.
Classification of corporations Registration of documents.
Incorporation:- legal personality, effect of incorporation; lifting the veil of incorporation.
Company Formation – The procedure for company formation, role of promoters, pre-incorporation contracts.
Constitution: Memorandum and articles of association – the concept of ultra vires, contractual effects of articles, alteration of articles, nature of relationship between company and shareholders.
Directors’ powers and duties – Directors’ power to manage; fiduciary, statutory and common law duties; rules against conflicts of interest. Corporate governance.
.Majority control and minority protection – the rule in Foss v Harbottle; statutory protection; s994 Companies Act 2006
Financing of a company:- a) Share capital – Authorised and issued share capital; ordinary, deferred and preference shares; variation of class rights. Maintenance of share capital. Flotation – main methods of, and procedure for company flotations.
b) Loan Capital - Debentures – Fixed and floating charges; registration and priority of charges.
Auditors – auditors and directors responsibility for audit report; auditors’ common law liability in negligence.
Liquidation and Company Insolvency:– Triggering liquidation – compulsory liquidation/voluntary liquidation. Receivership.
Use will be made of lectures for the formal dissertation of information. Seminars will be held each week which will allow students to explore the law in greater detail and to consider policy and practice involved. Seminars will also provide opportunities for students to develop further their understanding of legal materials and methodology by analysing a range of law problems and situations.
The module is assessed by way of one assignment and one examination. The assignment will be an essay. The learner will be required to identify, retrieve and make use of a variety of legal sources. The learner will be expected to achieve acceptable standards of English and presentation in the essay, using an appropriate word processing package.. The examination is a seen case study examination worth 70% of the overall mark.
when you have successfully completed this module you will:
to demonstrate that you have achieved the learning outcome you will:
|1.||• Demonstrate knowledge and understanding of the main concepts, principles and rules of company law.||
• Identify, analyse and apply relevant rules of statute law, case law and EC provision to realistic company law problems.
• Select and evaluate relevant authorities.
• Apply relevant company law principles to complex scenarios and support conclusions by the citation of authority.
|2.||• Analyse how the law protects companies, shareholders and creditors and the effectiveness of the law in this area.||
• Examine the context of company law.
• Examine, retrieve and utilise legal source material.
• Identify and assess the strengths and weaknesses of the current law (or procedure).
• Assess proposals for change.
• Justify a conclusion.
|3.||Undertake research in the area of company law.
• To use the world-wide web and other electronic sources of information
• Identify and retrieve relevant sources of information with minimal assistance.
• Read and summarise complex and technical legal material.
|4.||To use the English Language appropriately.||Communicate in a way which is comprehensible to others.|
Your achievement of the learning outcomes for this module will be tested as follows:
|Description||SEEN CASE STUDY|
Before taking this module you must have successfully completed the following:
No restrictions apply.
Essential Reading (All current editions) [Note editions must be up to date and refer to the Companies Act 2006]
Keenan D “Company Law for Students” FT Pitman [only buy if up to date]
Supplementary Reading (All current editions)
Bourne N. 2007 " Bourne on Company Law" England. Routledge Cavendish. Birds J, Boyle AJ. 2007 "Boyle and Birds Company Law” England. Jordans.
Dine J, Koutsias M. 2007 "Company Law" England. Palgrave Macmillan.
Gower LCB, Davis P L. 2008 "The Principles of Modern Company Law". England. Sweet and Maxwell.
Mason S, French D, Ryan C. 2008 "Company Law" England. OUP.
Walmsley K , 2008 "Butterworth’s Company Law Handbook, England, LexisNexis, Butterworths.
Modern Law Review
Journal of Business Law
New Law Journal
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