Module Identifier LA35410  
Module Title BUSINESS LAW 2  
Academic Year 2000/2001  
Co-ordinator Mr David Poyton  
Semester Semester 2  
Other staff Mr David Poyton, Mr Brian Jack  
Mutually Exclusive LA31810, LA33020  
Course delivery Lecture   20 Hours two one hour lectures per week  
  Seminar   4 Hours four one hour seminars per semester  
Assessment Exam   2 Hours   100%  
  Resit assessment   Resit by examination    
Professional Exemptions Not Available to Law Students  

Module description
This Module is not available to Law Students

The Business Law 2 course provides students with the opportunity to study two areas of law which are of particular importance for students studying for a degree in business studies and related disciplines. The course commences with a study of the law of agency (five lectures) and the remainder of the course examines important aspects of company law (fifteen lectures).

An understanding of the principles of agency law is important, not only as an interesting legal topic in itself, but also for a proper understanding of the functioning of business organisations and commerce. The company law part of the course examines the legal environment in which companies operate and gives students the opportunity to study the complex, yet fascinating, legal regime under which registered companies in the United Kingdom operate. The course will examine the legal status of companies and will include company formation, the constitutional documents, share capital, loan capital, management, directors duties, auditors, company secretary, insider dealing, the protection of shareholders and insolvency of the company.

This module should assist students who wish to pursue a career in such fields as accountancy, business management, financial services and related professions.

Aims of the module
The aims of the module are threefold, the first being to build upon the foundations of law established in Business Law 1. The second aim is to introduce non-law students to the main principles of law relating to agency and companies. The final aim is to enable students to obtain a firm grasp of the relevant cases and statutes which pervade these areas of law and to provide an understanding of their relevance to the commercial world.

Module objectives / Learning outcomes
Upon the successful completion of the module a student will have acquired a sound knowledge of the main legal issues in agency and company law. Students will be able to identify, discriminate between and advise as to the key legal issues in every part of the module and they will have gained a broad appreciation of the application of the relevant law to the commercial operations of modern society. Students will have improved their general legal skills in terms of both case analysis and critical reasoning.


1. Agency - an introduction to the law of agency examining aspects of the authority of an agent, the relationship with third parties and the relationship between principal and agent.

2. Introduction to Business Structures - sole traders, partnerships and companies.

3. Legal status of companies - the concept of separate legal personality.

4. Company Formation - procedure, pre-incorporation contracts, promoters.

5. Public and Private Companies - including the deregulation of private companies.

6. The Constitution - the Memorandum and Articles of Association; shareholder agreements.

7. Share Capital and Shareholders and Loan Capital - the nature and classification of a company's share and loan capital.

8. Contractual Capacity - the concept of ultra vires and the authority of directors

9. Management - company meetings, division of power between shareholders and directors and the disqualification of directors.

10. Directors' Duties - fiduciary and common law duties.

11. Auditors and Company secretary - roles and functions and filing and disclosure requirements.

12. Protection of Shareholders - minority protection issues.

13. Insider Dealing - in outline only.

14. Insolvency -the fundamental responsibilities of company management in relation to insolvent trading.