Company and Corporate Law
MODULE CODE
CREDIT VALUE
Module Aims
Aim 1
To introduce the general statutory provisions and principles regulating the formation and conduct of the business corporation and its actors and evaluate the respective roles of the legislature and judiciary in regulating companies in a modern competitive economy, enabling knowledge and understanding of company law principles to be used to resolve problems encountered in the business environment.
Module Content
- Choosing an appropriate business medium: analysis of the relative merits of operating a business through a partnership or a corporation; structure of the corporation.
- Company formation: web-based research focussing on procedures required to incorporate a company.
- Corporate personality: implications of the concept of corporate personality for both shareholders and creditors and its relationship with limited liability; liability of corporations for criminal offences
- A company’s constitution: regulation of the relationship between shareholders and a company contract; altering the company’s constitution.
- Roles and responsibilities of directors: implications of and remedies for a breach of directors’ powers; judicial and legislative regulation of management powers.
- Protection of minority shareholders: analysis of the relative merits of a number of legislative provisions protecting the interests of minority shareholders.
- Financing the corporation: the legal and practical implications of using ‘fixed’ or ‘floating’ charges to secure loans for the company.
- The insolvent company: the effect of insolvency on creditors’ claims; prioritisation of creditors on insolvent winding up; liability of directors for insolvent companies; the role of the liquidator.
Learning Outcomes
On successful completion of this module, a student will be able to:
Teaching Methods
Campus delivery will be organised around lectures and workshops. Lectures will introduce new legal ideas and concepts and build an outline of the structure of legal rules and principles. Further reading of cases and statutes in secondary and primary legal sources will consolidate and expand the breadth of knowledge and depth of understanding. Small group workshops will allow students to test their level and range of understanding and reflect formatively on areas of strength and weakness. Workshops will also develop and support general legal techniques and skills in support of legal reading, analysis, writing, drafting and note taking, legal problem solving through IRAC type techniques, as well as test formative knowledge and understanding. Summative assessment will focus on the accuracy of synoptic knowledge across the whole syllabus and evaluate legal problem-solving skills and the ability to create structured legal arguments that draw reasoned conclusions through factual scenarios that raise key legal issues from the syllabus. Module support materials (lecture outlines lecture recordings, Office Mix presentations, Power-point slides, workshop questions, cases, case materials, technique and skills materials, exemplar assessments) will be
located on a dedicated module virtual learning environment, which will also be used as the repository for assessment submission, student communication, and e-discussion boards.
Assessment Methods
This module is assessed through one Part Seen Examination and one Coursework.