Introduction to Company Law

Learning Outcomes

Transferable and Generic Skills

Having successfully completed this module you will be able to:

• evaluate legal materials and effectively apply them to practical corporate problems;
• develop and present written arguments supported by appropriate evidence.
• analyse and interpret complex statutory material;
• analyse and interpret complex case material;

Knowledge and Understanding

Having successfully completed this module, you will be able to demonstrate knowledge and understanding of:

• the concept of the separate legal personality of a company, and you will be able to consider critically the legal issues presented by corporate and personal liability ;
• the constitutional structure of a company, and you will be able to explain the contractual basis of the relationship between shareholders and the company and appreciate the division of power between directors and shareholders; you will be able to understand the structure and composition of company boards, and you will be able to understand the general duties of directors and to assess the scope of their authority, and you will be able to rigorously evaluate their fiduciary duties, and comprehend the scope of their common law duties of care and skill;

Subject Specific Intellectual and Research Skills

Having successfully completed this module you will be able to:

• analyse legal materials, identify key legal principles and issues and, where appropriate, make constructive criticism;
• communicate effectively knowledge of issues of company law and present reasoned arguments coherently.
• critically evaluate legal materials by way of statutory interpretation, case analysis;

Module Content

The module is structured and divided into the following sections:

Part I INTRODUCTION -THE CORPORATE ENTITY

1. Introductory Material

2. Corporate Personality

CONSTITUTIONAL ISSUES

3. The Articles of Association

Part II CORPORATE GOVERNANCE

DIRECTORS' ROLE, DUTIES AND RESPONSIBILITIES

4. Directors generally

5. A Statutory Statement of Directors' Duties

6. Distribution of power within the company

7. The General Duties of Directors

8. Directors' Liabilities for Breach of Duty

Teaching methods include:

• Lectures with an emphasis on participation by the students in open-textured discussion.
• Small group tutorial work focused on problem solving skills.

Learning activities include:

• Directed reading assisted by reading lists and availability of materials on Blackboard
• Accessing electronic resources in the form of legislation, journals and case materials;
• Reviewing complex statutory material

Formative

This is how we’ll give you feedback as you are learning. It is not a formal test or exam.

Tutorial

• Assessment Type: Formative
• Feedback:
• Final Assessment: No
• Group Work: No

Summative

This is how we’ll formally assess what you have learned in this module.

Referral

This is how we’ll assess you if you don’t meet the criteria to pass this module.

Repeat

An internal repeat is where you take all of your modules again, including any you passed. An external repeat is where you only re-take the modules you failed.