module specification

This Company and Business Law module aims to expose students to the advantages and costs of forming limited liability companies.  The module also empowers students to analyse and appreciate the regulatory framework around company activity.  Students will be able to analyse most company activity from the point of view of creditors, especially during insolvency.  The module also deals with aspects of Employment Law especially the employee-employee relationship. 
Accordingly, students’ knowledge and analytical skills in the area of company and business law will be greatly enhanced.

1. Introduction and constitution of business organisations, LO1/LO2

• Current Types of Business Organisations
• Origins of Partnership and of Company Law
• Meaning of Limited Liability and  Consequences for Creditors and general public
• Private and Public companies.  Company formation.  Company Names
• Promoters and Pre Incorporation Contracts
• The law of torts

2. Company Management, LO1/LO2

Articles of Association

• Ultra Vires and the Law of Agency
• Company Meetings and Resolutions
• Role of Directors, Auditors and Secretaries.   Appointment and Removal procedures.
• Directors’ Duties under Companies Act 2006.  Consequences of Breach of Duties.
• Class Rights and  Variation of Rights
• The Rules on Derivative Claims
• The Rules on Minority Protection and Unfair Prejudice

3. Share Capital and Insolvency Law, LO1/LO2

• Consideration for the Payment for Shares; the No-discount rule; Share Premium; Treasury shares; Independent Valuation of Consideration
• The Rules on Capital Maintenance and on Distribution
• Loan capital- Registration of charges; Fixed and Floating Charges.
• Administration and Liquidation
• Powers of Liquidator; Priority of Debts
• Insolvency - Misfeasance, Fraudulent Trading, Wrongful Trading.  Remedies Against Delinquent Directors
• Insider Dealing; Market Abuse; Bribery; Tax Evasion
• Directors’ Disqualification

4. Basic elements of Employment Law, LO3

• Contract of Employment and Contract for the Supply of Services
• Employer-Employee Relationships - Expectations and obligations from either side
• Summary and Constructive Dismissal;
• Unfair and Wrongful Dismissal
• Rules on Redundancy

Teaching will take the form of weekly 2-hour lectures and one-hour seminar discussions.
  
The lectures will consider the knowledge and skills needed to become a good Company Lawyer.  The sources of Company Law, the main issues to focus on, where to look for further material etc will be addressed in the lectures.

In seminars, students would come prepared to discuss and reflect on issues raised in the lectures as well as matters arising from independent study.  Students will be given opportunities to apply and analyze the legal rules on, for example, breaches of directors’ duties, the culpability of directors in insolvency, the rights of creditors and so on.  These will be done in the context of variety of scenarios. 

Furthermore, during seminars, students would be able to use UK statutes alongside the influence of EU law in order to analyze and advise particular clients who might be facing a variety of difficult situations.

On completion of this module, students would be able to
LO 1: demonstrate an understanding of the relevant background to the principles of Partnerships and Company Law
LO 2: understand the principles of Company Law and appreciate the role of shareholders, directors, creditors and auditors; understand the rules of Corporate Insolvency and appreciate their implications for delinquent directors
LO 3: Understand and appreciate Company Law and its relationship with Employment Law.

The module will have one component of assessment.

This assessment will test students’ understanding and appreciation of Company Law and its contextual origins.  The assessment will also require students to display the legal knowledge and problem-solving skills on Company Law and aspects of Business Law, which they would have acquired during the entire semester

The assessment will be an unseen examination which will be held after the end of teaching, during the University’s normal assessment period.

This unseen examination of 3 hours will involve essay and problem questions designed to test students’ analytical and problem-solving skills under time-constrained conditions.

CORE TEXBOOKS

Wild, C., and Weinstein, S., Smith and Keenan’s Company Law, 18/E 2019 Pearson Education

Macintyre  E,    Business Law 9/E 2018   Pearson

Smith and Woods, Employment Law, 14/E  2019 OUP

OTHER TEXTBOOKS

Digman, A., and Lowry, J., Company Law, 11/E 2020 OUP

McLaughlin, S., Unlocking Company Law  4/E 2019  Routledge

Honeyball & Bowers’ Employment Law 18/E 2018 OUP

CASE BOOKS

Sealy, L., and Worthington, S., Cases and Materials on Company Law, 11/E 2016 OUP

OR

Hicks and Goo, Cases and Materials on Company Law,  7/E 2011, OUP

STATUTE BOOK

Blackstones Statutes on Company Law,    24/E  2020-21

WEB PAGES

Westlaw – www.westlaw.co.uk
Lawtel  – www.lawtel.co.uk
Department of Trade and Industry – www.dti.gov.uk
Office of Fair Trading – www.oft.gov.uk
Statutes and Conventions – www.lexmercatoria.org.uk