LW225-5-FY-CO:
Company Law

The details
2019/20
Law (School of)
Colchester Campus
Full Year
Undergraduate: Level 5
Current
Thursday 03 October 2019
Friday 26 June 2020
30
02 October 2019

 

Requisites for this module
(none)
(none)
(none)
(none)

 

LW943

Key module for

LLB MN10 Law with Finance,
LLB MN11 Law with Finance (Including Year Abroad),
LLB MN12 Law with Finance (Including Placement Year)

Module description

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.

Module aims

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.

Module learning outcomes

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.

Module information

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


Learning and teaching methods

Weekly two-hour lectures as well as bi-weekly tutorials.

Bibliography

  • (no date) Companies Act 2006, s. 1159: Statute Law Database.
  • 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
  • Alan Dignam; John Lowry. (2018) Company Law, Oxford: Oxford University Press.
  • (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 Weighting
Coursework Participation 20%
Coursework Formative Essay Question 26/11/2019 80%
Coursework Summative Essay Question 0%
Exam 195 minutes during Summer (Main Period) (Main)

Overall assessment

Coursework Exam
25% 75%

Reassessment

Coursework Exam
25% 75%
Module supervisor and teaching staff
Dr Marios Koutsias, Mr Colin Moore, Mr Eugenio Vaccari
01206 873907 Law General Office, lawugadmin@essex.ac.uk

 

Availability
Yes
Yes
No

External examiner

Prof Leslie James Moran
Birkbeck College
Professor of Law
Resources
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).

 

Further information
Law (School of)

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