20 credits at level HE6
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.
1.Sole traders and Parnership – Nature of business organisations other than limited companies. Advantages and disadvantages of different types of organisation.
2.Company Formation – The procedure for company formation, role of promoters, pre-incorporation contracts.
3.Memorandum and articles of association – the concept of ultra vires, contractual effects of articles, alteration of articles, nature of relationship between company and shareholders.
4.Directors’ powers and duties – Directors’ power to manage; fiduciary, statutory and common law duties; rules against conflicts of interest.
5.Share capital – Authorised and issued share capital; ordinary, deferred and preference shares; variation of class rights.
6.Majority control and minority protection – the rule in Foss v Harbottle; statutory protection; s459 Companies Act.
7.Debentures – Fixed and floating charges; registration and priority of charges.
8.Flotation – main methods of, and procedure for company flotations.
9.Auditors – auditors and directors responsibility for audit report; auditors’ common law liability in negligence.
10Receivership and liquidation – Triggering liquidation – Triggering liquidation & Receivership; forms of both and main procedural requirements for both.
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 lecturing hours for this module are made up of the following components:
Lectures = 18
Seminars = 18
Directed Reading = 38
Preparation of seminars = 54
Coursework = 30
Exam preparation = 40
Examination = 2
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.||• Evaluate how the law protects companies, shareholders and creditors and the effectiveness of the law in this area.||
• Explain the context of company law.
• Identify, retrieve and utilise legal source material.
• Identify and assess the strengths and weaknesses of the current law (or procedure).
• Evaluate proposals for change.
• Justify a conclusion.
|3.||• Undertake research in the area of company law.||
• Identify and retrieve relevant sources of information with minimal assistance.
• Read and summarise complex and technical legal material.
|4.||• Present a word processed essay.
||• Use a word processing package to achieve an acceptable standard of presentation.|
|5.||• To use the English Language appropriately.
||• Communicate in a way which is comprehensible to others.|
|6.||• To use the world-wide web and other electronic sources of information||
• Provide evidence (through e.g. referencing and a bibliography) of effective use of electronic sources.
Your achievement of the learning outcomes for this module will be tested as follows:
|Description||Essay of 2,000 words||Seen case study exam|
Before taking this module you must have successfully completed the following:
No restrictions apply.
Essential Reading (All current editions)
Keenan D “Company Law for Students” FT Pitman
Supplementary Reading (All current editions)
Abbot “Company Law” DP Publications
British Companies Legislation CCH
Butterworth’s Company Law Handbook, Butterworth
Ebrave J “Law for Retailers”, 2nd Edition, Sweet & Maxwell
Mayson C, French Ryan “Company Law” Sweet & Maxwell
Pennington C “Company Law” Butterworth
Modern Law Review
Journal of Business Law
New Law Journal
|Host Subject Group:||Business Studies|
|User Name||Date Accessed||Action|