Qualifying Condition(s) 

Overall Mark of 40%

This module covers the law relating to companies. It starts by looking at the various forms of business organisations, with a particular emphasis on the distinction between partnerships and incorporated companies. The main focus of the module then turns to the incorporated company. It aims to provide an understanding of the core concepts and principles (such as limited liability and the corporate veil) of modern British company law as well as the beliefs and values underlying them. It also introduces the policy debates currently surrounding the issue of corporate governance. The module will finally examine what happens when the corporate structure breaks down and the company becomes insolvent.

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

1. Distinguish between different types of business organisations and discuss critically the differences and similarities among them.
2. Explain in what ways (where applicable) the law distinguishes between the beneficial owner(s) of the business and the business itself, depending on the type of business organisation that is set up.
3. Discuss critically the various theories of the company.
4. Explain the significance of the role of limited liability companies in the commercial world, and the distinctions between different types of limited liability companies.
5. Demonstrate an understanding of the significance of the company as a separate legal person and the judicial and statutory exceptions to the rule.
6. Demonstrate a detailed knowledge of 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.
7. Demonstrate a critical awareness of the issues surrounding the capacity of companies and the authority of the board and individual directors.
8. Discuss critically the duties of directors and the significance of their codification in the Companies Act 2006.
9. Demonstrate a critical awareness of the significance of the roles of company secretaries and auditors, both for company members as well as for the public interest.
10. Discuss critically the importance of capital maintenance and the reasons behind a strict legal regulation of capital reduction and alteration.
11. Demonstrate a critical understanding of the issues surrounding majority rule and minority rights in the context of company members’ relationship with each other.
12. Demonstrate a basic understanding of the principles underlying the legal regulation of liquidation and winding up of companies.
13. Apply acquired knowledge to problems reflecting practical situations that may arise.

1.      Introduction to company law: forms of business organisation and the development of the modern company.

2.      Incorporation of a company: theoretical foundations.

3.      Limited liability and lifting the veil.  

4.      Formation of a company – promoters and pre-incorporation contracts.  

5.      The constitution of a company.

6.      The corporate structure.

7.      Membership of the company.

8.      Capital raising and maintenance.

9.      Directors: role and duties.

10. Corporate governance: policy issues.

11. Shareholder protection.

12. Insolvency law: theory and sources.

13. Corporate rescue.
14.Company liquidation.

One 2 Hour Lecture (weekly) plus one 1 Hour Tutorial (fortnightly).  

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 cases and texts to enable them to deepen their knowledge of the topics.  Some topics will be treated in more depth than others and this will be reflected in the subject weighting in the examination.

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 designed to be student-led.

The teaching and learning 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 British company law.

Statute Books Recommended for Purchase:  
 

D French Blackstone’s Statutes on Company Law (Oxford 2008-2009) OR

C Ervine Core Statutes on Company Law (Palgrave Macmillan, 2008-2009) 

Textbooks Recommended for Purchase: 

A Dignam and J Lowry Company Law ( Oxford 5^th Revised Ed. 2008) 

Other Textbooks: 

J Dine and M Koutsias Company Law (Palgrave Macmillan, 6th Ed. 2007)

P Davies Gower and Davies: The Principles of Modern Company Law ( Oxford , 2008)

A Hicks and SH Goo Cases and Materials on Company Law ( Oxford , 2008)

A Keay and P Walton Insolvency Law: Corporate and Personal (Jordan Publishing, 2^nd Ed., 2008)

E Macintyre Business Law (Pearson Longman 4th Ed. 2008)

S Mayson , D French and C Ryan, Mayson, French & Ryan on Company Law (Oxford 2008 edition)

G Morse Partnership Law ( Oxford , 6^th Ed. 2006)

L Sealy and S Worthington Cases and Materials in Company Law ( Oxford , 2008) 

Reference Books: 

D Chivers and B Shaw The Law of Majority Shareholder Power ( Oxford , 2008)

R Hollington, Shareholders' Rights (Thomson, Sweet & Maxwell, 5^th Ed., 2007)

V Joffe et al. Minority Shareholders ( Oxford , 3^rd Ed., 2008)

G Morse, Palmer's Company Law Annotated Guide to the Companies Act 2006, (Thomson Sweet & Maxwell, 2007)

A Steinfeld et al. Blackstone's Guide to the Companies Act 2006 ( Oxford , 2007)

Journals:

Corporate Governance

Journal of Business Law

The Company Lawyer

International Commercial and Company Law Review