LW225-5-FY-CO:
Company Law
2019/20
Essex Law School
Colchester Campus
Full Year
Undergraduate: Level 5
Current
Thursday 03 October 2019
Friday 26 June 2020
30
21 November 2019
Requisites for this module
(none)
(none)
(none)
(none)
(none)
LLB MN10 Law with Finance,
LLB MN11 Law with Finance (Including Year Abroad),
LLB MN12 Law with Finance (Including Placement Year)
Companies are by far the most used vehicle for doing business and an understanding of the rules that govern them is essential for anyone aiming at a career in commerce and industry. The module will examine the nature of a company, corporate governance in an international perspective, the corporate constitution and institutional setting, corporate management issues, its incorporation and share capital, the concept of separate legal personality, the roles of the stakeholders in a company as well as the duties of directors and the protection of shareholders.
A sound understanding will help students to fully understand the relevant principles and doctrines. The analysis of corporate governance issues will enable students to understand the significance of the relevant debates while the analysis of the relevant legislative framework on insolvency and takeovers along with the relevant case studies on lifting the corporate veil and corporate scandals will provide a thorough examination of the field in question.
The objectives of the module are:
- To provide students with the necessary foundations of knowledge so that the Learning Outcomes listed below are achieved
- To provide students with the necessary foundations to comprehend the wide range of issues covered in the course of this module as well as the range of other modules in the relevant field.
- To encourage the development of students skills in legal reasoning and analysis through study of statutes, case law and regulatory practice relating to Company Law
- To encourage students to engage with Company Law beyond the confines of the module, both academically and in its broader social, political and economic context.
Upon successful completion of the module students will be able to:
1. Understand the economic function of the company as a legal structure for business
2. Explain the legal nature and significance of limited liability and separate corporate personality
3. Demonstrate knowledge and appreciation of the major core topics in Company Law including the validity of contracts made with companies, the role of the board of directors and their legal duties as directors as well as the protection of minority shareholders
4. Show appreciation of the legal nature of the relationships between a company and its management on the one hand and the various groups with an interest in the affairs of the company (or stakeholders) on the other including creditors and employees
5. Show awareness of current policy trends and developments in Company Law
6. Understand the essence of corporate governance issues and debates in a comparative manner and within the broader societal, historical, political and economic context
7. Demonstrate awareness of the legal framework that regulates insolvency and takeovers again on the basis of English Company Law while drawing comparisons with the respective EU legislation.
8. Show understanding of wider issues of corporate liability and the notion of lifting the corporate veil.
Syllabus
Term I
Corporate Governance
Comparative Analysis of Corporate Governance Systems
Starting a Company: Memorandum of Association and Ultra Vires Doctrine
Articles of Association
Representing the Company: Are the third parties protected?
Corporate Management
Directors Duties
Minority Shareholder Protection
Term II
Groups of Companies
Transnational Corporations and Lifting of the Corporate Veils
Corporate Manslaughter
Insolvency
Takeovers
Weekly two-hour lectures as well as bi-weekly tutorials.
- (no date) Companies Act 2006, s. 1159: Statute Law Database.
- Alan Dignam; John Lowry. (2018) Company Law, Oxford: Oxford University Press.
- Janet Dine; Marios Koutsias. (2014) Company law, Basingstoke: Palgrave Macmillan.
- Alan J. Dignam; John P. Lowry. (2018) Company law, Oxford: Oxford University Press.
- Vanessa Finch. (2005) 'Doctoring in the shadows of insolvency', in Journal of Business Law.
- (no date) Companies Act 2006: Statute Law Database.
- Neil Cavanagh. (2011) 'Corporate Criminal Liability: An Assessment of the Models of Fault', in Journal of Criminal Law. vol. 75 (5) , pp.414-440
- Dine, Janet; Koutsias, Marios. (2014) Company law, Basingstoke: Palgrave Macmillan.
- (no date) Financial Services and Markets Act 2000, Part XVIII: Statute Law Database.
- Keay, Andrew. (2015-06) 'The Shifting of Directors' Duties in the Vicinity of Insolvency', in International Insolvency Review. vol. 24 (2) , pp.140-164
- (no date) Companies Act 2006, s. 172.: Statute Law Database.
- (no date) Graham Review into Pre-Pack Administration.
- Lynn A. Stout. (2002) 'Bad and Not-so-Bad Arguments for Shareholder Primacy', in Southern California Law Review. vol. 75 (5) , pp.1189-1210
- (2012) UK Stewardship Code: Financial Reporting Council.
- Geoffrey Tweedale; Laurie Flynn. (2007) 'Piercing the Corporate Veil: Cape Industries and Multinational Corporate Liability for a Toxic Hazard, 1950—2004', in Enterprise & Society. vol. 8 (2) , pp.268-296
- (no date) Corporate Manslaughter and Corporate Homicide Act 2007, s. 1.: Statute Law Database.
- Milton Friedman, 'The Social Responsibility of Business is to Increase its Profits', New York Times, 13 September 1970., https://www.nytimes.com/1970/09/13/archives/a-friedman-doctrine-the-social-responsibility-of-business-is-to.html
- Elizabeth Warren. (1987) 'Bankruptcy Policy', in The University of Chicago Law Review. vol. 54 (3) , pp.775-
The above list is indicative of the essential reading for the course. The library makes provision for all reading list items, with digital provision where possible, and these resources are shared between students. Further reading can be obtained from this module's reading list.
Assessment items, weightings and deadlines
| Coursework / exam |
Description |
Deadline |
Coursework weighting |
| Coursework |
Participation |
|
20% |
| Coursework |
Formative Essay Question |
|
0% |
| Coursework |
Summative Essay Question |
|
80% |
| Exam |
Main exam: 24hr during Summer (Main Period)
|
Exam format definitions
- Remote, open book: Your exam will take place remotely via an online learning platform. You may refer to any physical or electronic materials during the exam.
- In-person, open book: Your exam will take place on campus under invigilation. You may refer to any physical materials such as paper study notes or a textbook during the exam. Electronic devices may not be used in the exam.
- In-person, open book (restricted): The exam will take place on campus under invigilation. You may refer only to specific physical materials such as a named textbook during the exam. Permitted materials will be specified by your department. Electronic devices may not be used in the exam.
- In-person, closed book: The exam will take place on campus under invigilation. You may not refer to any physical materials or electronic devices during the exam. There may be times when a paper dictionary,
for example, may be permitted in an otherwise closed book exam. Any exceptions will be specified by your department.
Your department will provide further guidance before your exams.
Overall assessment
Reassessment
Module supervisor and teaching staff
Dr Marios Koutsias, email: mkouts@essex.ac.uk.
Dr Marios Koutsias, Mr Colin Moore, Mr Eugenio Vaccari
01206 873907
Law General Office, lawugadmin@essex.ac.uk
Yes
Yes
No
Prof Leslie James Moran
Birkbeck College
Professor of Law
Dr Emilie Ghio
University of Edinburgh
Lecturer in Law
Available via Moodle
Of 104 hours, 40 (38.5%) hours available to students:
64 hours not recorded due to service coverage or fault;
0 hours not recorded due to opt-out by lecturer(s).
Essex Law School
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