Module Identifier LA33020  
Module Title COMPANY LAW  
Academic Year 2004/2005  
Co-ordinator Ms Uta Kohl  
Semester Semester 2  
Pre-Requisite LA10110 or LA30110 or LA15710 and LA15830 or LA35830  
Mutually Exclusive LA35410  
Course delivery Lecture   40 Hours Two one hour and one two hour lecture per week  
  Seminars / Tutorials   8 Hours Seminar. Four two hour seminars during the semester  
Assessment
Assessment TypeAssessment Length/DetailsProportion
Semester Exam2 Hours Open book examination. Students may take into the examination any material except library books and electronic devices  66%
Semester Assessment Essay: 2000 words required in week 9  34%
Supplementary Assessment By Examination.   
Professional Exemptions Not Required for Professional Purposes  

Learning outcomes

On successful completion of this module students should be able to:
The company law course is concerned primarily with an examination of companies registered in accordance with the Companies legislation against the background of European regulation. The study of company law is designed to stimulate your understanding of both the practical and theoretical aspects of the subject. The primary objective of the company law course is to examine the internal and external implications associated with the creation and subsistence of the registered company. You will be expected to expand and develop your analytical skills, which are essential to the understanding of judicial decisions and statutory interpretation. The study of company law aspires to enrich your legal education and will also aid and develop your understanding of the modern commercial world in which companies operate.

Brief description

The company law course is concerned primarily with an examination of companies registered in accordance with the Companies legislation against the background of European regulation. The study of company law is designed to stimulate your understanding of both the practical and theoretical aspects of the subject. The primary objective of the company law course is to examine the internal and external implications associated with the creation and subsistence of the registered company. You will be expected to expand and develop your analytical skills, which are essential to the understanding of judicial decisions and statutory interpretation. The study of company law aspires to enrich your legal education and will also aid and develop your understanding of the modern commercial world in which companies operate.

Aims

The study of company law is designed to give you the legal knowledge and skills necessary to a broad understanding of the subject and its core relevance in the commercial world. The forum for debate and argument is very much alive within this subject and it is a fundamental aim of the course to promote independent thought and to encourage you to critically reflect on the rationale and wider impact of legal principles governing companies. This aim is combined with the more practical objective of enabling you to solve legal problems by creatively applying your knowledge to factual scenarios. The study of company law provides you with an opportunity to explore a detailed and often complex commercial subject which has a tangible relevance to the real world.

Content

1. Defining Companies
1.1. Lifting the Corporate Veil
1.2. Company versus Partnership - Advantages and Disadvantages of Incorporation
1.3. Types of Companies and Historical Origins of Companies
1.4. European Company Law
   
2. Formation of Companies
2.1. Registration
2.2. Memorandum and Articles of Association
2.3. Promoters and Pre-Incorporation Contracts
   
3. The Company's Organs - Corporate Governance
3.1. The Division of Powers
3.2. General Meeting of Shareholders
3.3. The Board of Directors
3.4. Directors' Duties
3.5. Corporate Governance ? A Wider Perspective
   
4. The Company in Action
4.1. Ultra Vires
4.2. Agency - Corporate Contracting
4.3. The Negligent and Criminal Company
   
5. Share Capital
5.1. Nature and Types of Shares
5.2. Raising, Maintaining and Reducing Capital

6. Minority Shareholders
6.1. The Rule in Foss v Harbottle
6.2. Shareholders' Statutory Remedies
   
7. Insider Dealing
   
8.The Company's Final Moments

Reading Lists

Books
** Recommended Text
Paul L Davies Gower & Davies' Principles of Modern Company Law Sweet & Maxwell
Derek French Statutes on Company Law OUP
Sealy Cases and Materials Butterworths
** Recommended Consultation
Janet Dine Company Law Sweet & Maxwell
Alan Dignam & David Allen Company Law & The Human Rights Act Butterworths
Denis Keenan Smith & Keenan's Company Law for Students Pitman Publishing

Technical Reports
DTI (2001) Modern Company Law for a Competitive Economy: Final Report Vol 1 & 2
DTI (2002) White Paper on Company Law - Command Paper CM 5553

Notes

This module is at CQFW Level 6