BL5055 - Company and Business Law (2026/27)
| Module specification | Module approved to run in 2026/27 | ||||||||
| Module title | Company and Business Law | ||||||||
| Module level | Intermediate (05) | ||||||||
| Credit rating for module | 15 | ||||||||
| School | Guildhall School of Business and Law | ||||||||
| Total study hours | 150 | ||||||||
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| Running in 2026/27(Please note that module timeslots are subject to change) | No instances running in the year |
Module summary
First, the Company and Business Law module aims to expose students to the advantages and costs of forming limited liability companies. The delivery will be from both a contemporary and a historical perspective. Many of the business difficulties during the industrial revolution in the nineteenth century which led to the emergence of Company Law as distinct area of Law will be discussed. You will initially be given a refresher session on the relative advantages of being a self-employed verses being an employee. Following this, you will then be able to appreciate what may be considered a higher level of self-employment – the Limited Liability Company.
Second, the module empowers students to analyse and appreciate the regulatory framework around company activity. You will be able to understand the key statutes in Company Law such as the Insolvency Act 1986, the Companies Act 2006 and recent legislation. As well as these, you will learn about actual cases in the courts.
Third, students will be able to analyse most company activity from the point of view of shareholders, auditors and creditors, especially during insolvency.
Fourth, the module deals with aspects of Employment Law such as the duties of the Employer and the Duties of the employee.
Accordingly, students’ knowledge and analytical skills in the area of Company and Business Law will be enhanced. You will then be able to understand and appreciate the linkages between this module and some of your other modules such as Accounting, Finance, Auditing, Economics and Marketing, and then view your degree as one whole body of knowledge and skills.
Syllabus
1. Introduction and constitution of business organisations
• 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
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
• 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
• 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
Balance of independent study and scheduled teaching activity
Delivery 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 will be addressed in the lectures.
In seminars, you would come prepared to discuss and reflect on issues raised in the lectures as well as matters arising from independent study. You 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 actual companies.
Students whose relatives are in business and those who aspire to do business after university normally enjoy the seminars, as are those students who want to work in companies. In fact, during seminars, many students are usually able to bring up their own experience or the experience of their friends/relatives with companies.
For large (public) companies, the seminars provide the opportunity for students to follow their progress in the London Stock Exchange. We are able to address the legal issues which may be associated with the progress or decline of companies in the Stock Market.
Furthermore, during seminars, students would be able to use the Law in order to analyze and advise particular clients who might be facing difficult situations.
In addition, there will be ample opportunity for you to practise written work in the seminars and prepare you for the final examination.
Learning outcomes
On completion of this module, students will 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
LO4. Using the knowledge and skills on the module, you will be able to form your own company with or without other members and decide on the most suitable management and shareholder structures for yourself.