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2010/1 Module Catalogue
 Module Code: LAWM067 Module Title: CORPORATE LAW
Module Provider: School of Law Short Name: LAWM067
Level: M Module Co-ordinator: MAMUTSE BC Dr (Schl of Law)
Number of credits: 30 Number of ECTS credits: 15
Module Availability

1st Semester


Assessment Pattern

Unit(s) of Assessment


Weighting towards Module Mark (%)










Module Overview

The course explores legal concepts in corporate law, and the wider debates and concerns surrounding them.  It analyses the impact of recent reforms under the Companies Act 2006, and promotes discussion of the policy approach to corporate law prevailing in the .  Key elements include a consideration of the scope of limited liability; the nature of the relationship between members and the company, and members inter se; the capitalisation of the company, the role and responsibilities of directors and measures that may be taken to enforce them.  While the focus is predominantly on law, examples drawn from other jurisdictions provide a setting for the analysis of theoretical and policy issues.





Module Aims

This module aims to provide students with an advanced understanding of corporate law.  By satisfying the module learning outcomes, students will have demonstrated a critical understanding of essential aspects of corporate law.


Learning Outcomes

Knowledge and Understanding


At the end of this course, students should:


·             Have an understanding of the core principles of corporate law, including legal personality and issues arising from the membership and management of a company


·             Be able to identify and discuss key legislative provisions relating to the operation and control of a company


·             Have a critical awareness of the relationships that exist within the corporate structure


·             Be able to consider the workings of corporate law in a wider economic and social context


·             Have an awareness of the comparisons that may be drawn with other jurisdictions, particularly those in the common law tradition





On completion of the course, students should have furthered their command of the following skills and have the ability to:


·             Conduct research using primary and secondary sources


·             Identify relevant materials and apply them appropriately in addressing significant issues in the area of corporate law


·             Engage in a critical evaluation of law and policy


·             Construct a principled argument and to offer an assessment of alternative views


·             Develop independent investigation skills and the ability to master detailed arguments


Module Content

·             Corporate legal personality


·             Limited liability


·             Constitutional relationships


·             The significance of capital


·             Shareholder rights


·             Minority protection regime


·             Directors’ duties


·             Approaches to investor protection


Methods of Teaching/Learning

8 x 3-hour seminars.  The seminars will be interactive and students will be expected to come prepared for the seminar and engage actively in discussions


Selected Texts/Journals

Essential reading


Cheffins, B. R. Company Law: Theory, Structure and Operation (Oxford University Press, 1997)



Background reading


Rickett, C. and Grantham R., (eds) Corporate Personality in the 20th Century (Hart Publishing, 1998)


Kraakman, R., The Anatomy of Corporate Law ( Oxford University Press, 2009)


French, D. Mayson, S. & Ryan, C. Mayson, French & Ryan on Company Law ( Oxford University Press, 2010)


Armour, J., and Payne, J. (eds) Rationality in Company Law (Hart Publishing, 2009)


Hadden, T. Company Law and Capitalism (chapters 1 – 7) (2nd Edition, Weidenfeld & Nicolson, 1977)


Parkinson, J., Gamble. A and Kelly, G. (eds) The Political Economy of the Company (Hart, 2001)


Keay, A. & Kosmin, L., Directors’ Duties ( ,2009)


Hollington, R. Shareholders’ Rights (Sweet & Maxwell, 2010)


Reisberg, A., Derivative Actions and Corporate Governance ( Oxford University Press, 2007)


Goddard, R. ‘Modernising Company Law: The Government’s White Paper’, Modern Law Review (Volume 66 (3), p.402)


Department of Trade & Industry, Modernising Company Law (White Paper: cm 5553, The Stationery Office, 2002)





Journal of Business Law


Company Lawyer


International Company & Commercial Law Review


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