FOUNDATIONS OF COMPANY LAW - 2017/8

Module code: LAW3109

Module provider

School of Law

Module Leader

JAMES T Mr (Schl of Law)

Number of Credits

15

ECT Credits

7.5

Framework

FHEQ Level 6

JACs code

M221

Module cap (Maximum number of students)

N/A

Module Availability

Semester 1

Overall student workload

Independent Study Hours: 124

Lecture Hours: 22

Tutorial Hours: 6

Assessment pattern

Assessment type Unit of assessment Weighting
Examination 2 HOUR EXAM 100%

Alternative Assessment

N/A

Prerequisites / Co-requisites

  None

Module overview

This module covers the law relating to companies. It starts by providing an overview of the main forms of business organisation, and continues with a focus on the incorporated company. It  introduces students to the core concepts of company law (such as limited liability and separate legal personality); the practical issues involved in running a company; the basic rights and obligations of the parties involved in the corporate structure; the way companies are financed, and the impact of a company’s insolvency. It is an optional module for students who are interested in the law relating to companies, and/or business or commercial law more generally.

Module aims

This module aims to familiarise students with the area of company law and to promote in them a critical awareness of the role of the law in regulating business organisations. In this context, students are invited to consider questions such as:

What options are available to a person starting a business?

How are companies formed, and what are the effects of such incorporation?

How is membership of a company acquired, and what rights flow from it?

What are the key components of a company, and what part do they play in the conduct of its business?

What are the duties of directors and how can shareholders' rights be protected.

How are companies financed?

How does the law encourage the survival of companies which are in financial distress?

 How are insolvent companies liquidated?

Learning outcomes

Attributes Developed
  Critically evaluate the different types of business organisations and discuss critically the similarities and differences among them KC
 Critically analyse the significance of the role of limited liability companies in the commercial world, and the distinctions between different types of limited liability companies KC
Critically analyse and evaluate the significance of the company as a separate legal person and the judicial and statutory exceptions to the rule KC
 Critically analyse the issues surrounding company formation, in particular the constitutional documents of registered companies and their legal significance, including an understanding of the changes introduced by the Companies Act 2006 KC
 Critically analyse and evaluate the main relationships within the company, and the way in which its affairs are managed KC
 Critically analyse and evaluate the key duties of a director and understand how they are enforced KC
 Critically analyse and evaluate how minority shareholders' rights are protected and enforced KC
 Critically evaluate the financing methods available to companies, and discuss critically the principles underlying the regulation of the capital regime KC
Critically analyse nad evaluate understanding of corporate rescue objectives, policy and procedures KC
Demonstrate a critical awareness of the principles underlying the legal regulation of liquidation and winding up of companies KC
Critically engage with and apply knowledge of primary and secondary legal authorities to solve complex problems and answer complex essay questions KCPT

Attributes Developed

C - Cognitive/analytical

K - Subject knowledge

T - Transferable skills

P - Professional/Practical skills

Module content

Indicative content includes:


Introduction to company law: forms of business organization.
Limited liability and lifting the veil.
Formation of a company – promoters and pre-incorporation contracts.
The constitution of a company.
The corporate structure and membership of the company.
Directors’ powers and duties.
Protection of minority shareholders’ rights.
Capital raising and maintenance.
Corporate rescue and company liquidation.
Directors’ liability and transaction avoidance.

Methods of Teaching / Learning

The learning and teaching strategy is designed to stimulate private study using primary and secondary sources, both paper-based and electronic.  The aim of the strategy is to develop an understanding and critical awareness of the essential principles and underlying policies of English company law.

 

The learning and teaching methods include:

One 2 hour lecture (weekly) plus one 1 hour tutorial (fortnightly) over 11 weeks.

The lectures will provide an overview of the topics to enable the students to understand the essential principles of each topic and their significance. The lectures and lecture outlines introduce students to legislation, cases, texts and scholarly writing to enable them to deepen their knowledge of each topic.

The tutorials are intended to be occasions when students can demonstrate their knowledge and ability to apply it to tutorial questions set prior to the tutorial.  The tutorials are accordingly designed to be student-led.

Assessment Strategy

The assessment strategy is designed to provide students with the opportunity to demonstrate their critical and conceptual understanding of the subject, and their ability to apply knowledge in a practical context. In this respect, the assessment is principally designed to enable students to identify, apply and evaluate relevant legal principles in a time-constrained environment. As such, the aim of the strategy is to provide students with an opportunity to demonstrate an in-depth understanding of the subject in line with the learning outcomes listed above.

Thus, the summative assessment for this module consists of a 2 hour restricted open book examination (Semester 1, January).

Formative assessment and feedback

Students will receive feedback on their performance during the module through oral feedback in lectures and tutorials and a formative examination undertaken during the teaching term.

Summative Assessment: 2 hour exam

Formative Assessment: exam with appropriate individual and group feedback

Reading list

Reading list for FOUNDATIONS OF COMPANY LAW : http://aspire.surrey.ac.uk/modules/law3109

Please note that the information detailed within this record is accurate at the time of publishing and may be subject to change. This record contains information for the most up to date version of the programme / module for the 2017/8 academic year.