Essex Law School
Undergraduate: Level 6
Thursday 08 October 2020
Friday 02 July 2021
22 January 2021
Requisites for this module
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.
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?
Minority Shareholder Protection
Groups of Companies
Transnational Corporations and Lifting of the Corporate Veils
This module is taught through a mixture of weekly live webinars, pre-recorded videos, and tutorials. Each week, the module teaching team will first produce and make available on Moodle two 25-minute pre-recorded video lectures. The module teaching team will then deliver a weekly live 50-minute webinar in which they further explore key legal concepts and answer your questions about the topics. These lectures and webinars will subsequently be available online through Moodle so that you can re-watch them as part of your independent study. Alongside this, there will be five bi-weekly 50-minute small group tutorials. The module teaching team will also produce and make available on Moodle short guidance notes. These notes will introduce the material to be covered in the lectures, webinars and required readings. The notes will also contain tips designed both to help you navigate the material to be covered in the lectures and webinars and to equip you to analyse the required readings.
You will be expected to have completed the required readings in advance of your tutorials. Your tutorials will enable you to discuss the material covered in lectures, webinars and the required readings, obtain feedback on your pre-class preparation and deepen your understanding of key concepts. To help you prepare in the best possible way for your tutorials, you will be completing regular Multiple-Choice Quizzes on Moodle. The quizzes will be based on the reading set for that week so that the quiz forms part of your preparation for each tutorial. The quizzes will enable you to track your progress, understand what you are doing well, and give you clear feedback to help you manage your studies and your progress.
- 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
- Dignam, Alan J.; Lowry, John P. (2018) Company law, Oxford: Oxford University Press.
- Janet Dine; Marios Koutsias. (2020) Company law, Basingstoke: Macmillan Law Masters (9). Red Globe Press.
- Janet Dine; Marios Koutsias. (2014) Company law, Basingstoke: Palgrave Macmillan.
- Vanessa Finch. (2005) 'Doctoring in the shadows of insolvency', in Journal of Business Law.
- Alan J. Dignam; John P. Lowry. (2018) Company law, Oxford: Oxford University Press.
- (no date) Companies Act 2006: Statute Law Database.
- Dodd, E. Merrick. (1932-05) 'For Whom Are Corporate Managers Trustees?', in Harvard Law Review. vol. 45 (7) , pp.1145-
- Berle, A. A. (1932-06) 'For Whom Corporate Managers Are Trustees: A Note', in Harvard Law Review. vol. 45 (8) , pp.1365-
- Dignam, Alan; Lowry, John. (2020-08-27) Company Law: Oxford University Press.
- Alan Dignam; John Lowry. (2018) Company Law, Oxford: Oxford University Press.
- 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
- Neil Cavanagh. (2011) 'Corporate Criminal Liability: An Assessment of the Models of Fault', in Journal of Criminal Law. vol. 75 (5) , pp.414-440
- Lynn A. Stout. (2002) 'Bad and Not-so-Bad Arguments for Shareholder Primacy', in Southern California Law Review. vol. 75 (5) , pp.1189-1210
- (no date) Companies Act 2006, s. 172.: Statute Law Database.
- (no date) Graham Review into Pre-Pack Administration.
- (no date) Corporate Manslaughter and Corporate Homicide Act 2007, s. 1.: Statute Law Database.
- Berle, A. A. (1931-05) 'Corporate Powers as Powers in Trust', in Harvard Law Review. vol. 44 (7) , pp.1049-
- (2012) UK Stewardship Code: Financial Reporting Council.
- 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. 1159: Statute Law Database.
- Elizabeth Warren. (1987) 'Bankruptcy Policy', in The University of Chicago Law Review. vol. 54 (3) , pp.775-
- (no date) Financial Services and Markets Act 2000, Part XVIII: Statute Law Database.
- Dine, Janet; Koutsias, Marios. (2014) Company law, Basingstoke: Palgrave Macmillan.
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
||Multiple Choice Quizzes
||Main exam: 24hr during Summer (Main Period)
Additional coursework information
60% Exam (or take-home exam)
20% Summative Essay
20% Multiple-Choice Quizzes
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.
Module supervisor and teaching staff
Dr Marios Koutsias, email: firstname.lastname@example.org.
Dr Marios Koutsias, Mr Colin Moore, Mr Eugenio Vaccari, Dr Stephen Turner
Law General Office - email@example.com
Law General Office, firstname.lastname@example.org
Dr Emilie Ghio
Edinburgh Napier University
Lecturer in Law
Available via Moodle
Of 2576 hours, 0 (0%) hours available to students:
2574 hours not recorded due to service coverage or fault;
2 hours not recorded due to opt-out by lecturer(s).
Essex Law School
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