module specification

This module introduces students to company law and includes the formation, constitution and management of companies, together with share issue, share capital, loan capital and selected aspects of insolvency law.

Students will also examine – and look behind – the corporate veil, making a critical evaluation of the rules of corporate governance.

The module aims to develop several key transferable skills including independent
research, critical analysis and academic writing in the context of company law, emphasising the use of primary and secondary sources of law.

It is a vital and dynamic topic for anyone interested in working in the corporate sector, and anyone who needs to know how businesses operate.

1. Incorporation of Companies         LO 1 and 2

2. The Corporate Constitution          LO 1 and 2

3. Corporate Governance                 LO 1 and 2

Corporate Personality
Directors’ Duties
Protection for minority shareholders
Corporate Transparency
The Veil of Incorporation

4. Corporate Finance

Share issue
Share capital
Capital maintenance
Loan capital
Securing loans on corporate assets

5. Corporate Failure

Priority of creditors
Transaction avoidance provisions
Disqualification of directors

Learning and Teaching Strategy

Weekly two-hour lecture and one-hour seminar. 

The lecture will be used for:

Dissemination of knowledge through an overview of each topic with detailed guidance on appropriate aspects;
An introduction to relevant academic literature;
Guidance on learning strategies;
Use of blackboard and IT resources;
Whole group questions and discussion.

The seminar will be used for:

Development of skills necessary to attain the module learning outcomes through:
Written and oral questions/answers designed to reinforce fundamental rules/principles/cases;
A range of step by step writing exercises;
IT tasks such as research of cases and statutes
Problem-solving
Critical analysis
Legal writing

Blended Learning

All learning materials, previous examination questions and sample Q/A’s will be on blackboard for use in directed private study.

Student engagement will be encouraged in both lectures and seminars through weekly use of Weblearn for access to all of the above materials.

There will be required use of the professional legal databases, especially Westlaw and Lexis Library, for legal research

Opportunities for reflective learning/pdp

Each weekly seminar will contain space for students to reflect on what they have learnt in relation to the overall syllabus. There will be frequent feedback opportunities structured into the timetable and a range of sample answers posted onto Weblearn.

Employability

Employability strategy will aim to acquaint students with a range of employment avenues both in the legal profession and in those professions into which legal qualifications and skills are transferable. Company law is particularly important for anyone wishing to work in the business sector, whether as a lawyer or in any other key position requiring legal compliance.

Student’s Study Responsibilities

The need for attendance, punctuality, preparation and engagement will be emphasised with particular reference to written and IT research, problem-solving, team-work, discussion, debate and critical awareness of the subject.

On successful completion of this module, the students will be able to:

1. Independently research, evaluate, critically analysis and appraise the principles of company law.

2. Demonstrate the ability to synthesise complex principles, solve legal problems and analyse contemporary issues relating to company law.

Description of assessment items.

1. Research-Based Essay (2,500 – 3,000 words)

A written paper consisting of answers to a range of approved questions.

This will demonstrate the ability to research independently, synthesise and analysis information, to identify issues and to provide critical evaluation.

2. Time Constrained Examination

Written examination to demonstrate the ability to solve legal problems and critically analyse contemporary issues relating to Company Law in a time-constrained environment.

Core Text:
Dignam, A and J Lowry, J, Core Text: Company Law (OUP)

Other Texts:

Hannigan, B, Company Law (OUP)
Mayson, S, D French, D and Ryan, C, Company Law (OUP)
Sealy, L and Worthington, S, Cases and Materials on Company Law (OUP)

Journals:

The Company Lawyer
Law Quarterly Review

Electronic Databases:

Westlaw and Lexis Library