Module LAW3031: COMPANY LAW

Department: LAW

LAW3031: COMPANY LAW

Prerequisites

• The Law of Obligations (LAW1023).

Corequisites

• None.

Excluded Combination of Modules

• None.

Aims

• To provide students with an understanding of the general principles, and some of the more specific legal doctrines and legal rules, of company law in England and Wales
• To introduce students to the difference perspectives on, and debates about, the nature of company law in England and Wales, including perspectives drawn from other disciplines outwith law
• To give students a sense of how company law in England and Wales is currently developing, and of its likely future reform
• To give students some understanding of how corporate law operates in practice in the commercial world, and of how those involved in companies plan and adjust their behaviour in response to the law's rules.

Content

• The course begins by examining the smaller (typically private limited company. It addresses how such companies are formed, and the legal position of the different groups of actors who deal with such companies - especially their directors, their shareholders and their creditors. Topics here include the duties of directors, shareholder rights and remedies, the protection of minority shareholders, disqualification of directors and the insolvency regime.
• The course then moves on to consider the way larger, typically public, companies are regulated. It examines how such companies differ from their smaller cousins, and the different position their directors, shareholders and other stakeholders find themselves in. The course moves on to address what is usually now called 'corporate governance', with particular emphasis upon the role of takeovers and other 'market forces' in regulating these large public institutions.

Learning Outcomes

• Students should be able to demonstrate:
• A knowledge of the main principles, and some of the rules and doctrines, of company law in England and Wales
• A knowledge of the most important contemporary debates about the nature of company law in England and Wales
• A knowledge of current proposals for the reform of company law in England and Wales
• An understanding of how corporate law operates in practice in the commercial world, and of how those involved in companies plan and adjust their behaviour in response to the law's rules.

• Students should be able to:
• Apply the existing law to factual scenarios
• Analyse and evaluate the law in the light of the different perspectives and debates to which they have been introduced on the course
• Describe and evaluate the reform proposals to which they have been introduced.

• Students should be able to demonstrate skills of understanding, analysis and exposition.

Modes of Teaching, Learning and Assessment and how these contribute to the learning outcomes of the module

• Lectures are used primarily to impart knowledge - and also to suggest approaches to evaluation and critical analysis;
• Tutorials will be used to develop and enhance students capacity for legal-problem solving in a particular factual situation, evaluative critical analysis and their appreciation of laws' linkage with broader fields of enquiry;
• Assignments (formative) are used both to develop problem-solving skills, the ability to engage in sustained evaluation of proposed schemes of reforms, and the ability to evaluate the law in a critical and contextual way.
• Summative assessment comprises one unseen examination of two hours fifteen minutes (including fifteen minutes reading time). Students are given a choice of questions to answer, but the paper is structured in such a way as to assess students on all the specific outcomes. In particular, students are required to answer both problem and essay type questions: the former primarily assessing knowledge and analysis of specific factual situations raising key legal issues; the latter primarily assess knowledge, evaluative capacity and an awareness of placing the analysis of law in wider contexts of enquiry.
• Students will be supported and encouraged in the development of their research and writing skills.

Teaching Methods and Learning Hours

Summative Assessment

Formative Assessment:

2 essays of 2000 words each

■ Attendance at all activities marked with this symbol will be monitored. Students who fail to attend these activities, or to complete the summative or formative assessment specified above, will be subject to the procedures defined in the University's General Regulation V, and may be required to leave the University