Module Identifier LA33020  
Module Title COMPANY LAW  
Academic Year 2001/2002  
Co-ordinator Ms Uta Kohl-Piotrowicz  
Semester Semester 2  
Other staff Mr Andrew Campbell  
Pre-Requisite LA10110 or LA30110 or LA15710 and LA15830 or LA35830  
Mutually Exclusive LA35410 LA35410  
Course delivery Lecture   40 Hours Two one hour and one two hour lecture per week  
  Seminar   8 Hours Four two hour seminars during the semester  
Assessment Essay   2000 words - required in Week 9 of semester two   34%  
  Exam   2 Hours Open book examination. Students may take into the examination any material except library books   66%  
  Resit assessment   By Examination.    
Professional Exemptions Not Required for Professional Purposes  

Module description

The company law course is concerned with an examination of the status, organisation and actitivites of companies which are today the major vehicle for conducting economic activity in the United Kingdom and beyond. This course introduces you to the registered company, ie companies that have attained their corporate status by complying with registration provisions in the Companies Act 1985. The registered company dates back to the Victorian era when it was first created to encourage and expand business growth. Since then companies have become a fundamental facet in economic, but also in social and cultural, spheres whether in the form of large public multinational or small family companies. This course aims to instruct you not only about the fundamental principles governing companies but also how these are constantly changing in response to new commercial realities. Company law, which remains an essentially national legal regime, is introduced against the background of increasing globalisation and European integration. The module aims to illustrate how the harmonisation of company law within the European Union, while far from complete, has affected many aspects of company law in the United Kingdom. The course commences by examining the theoretical and practical implications of a company's separate legal identity and limited liability status and by outlining the various sources of company law. It then moves on to examine the constitutional documents and the organs of the corporate entity and their relationship with each other, concluding with an overview of principles of corporate governance as, for example, promoted by international institutions. The course also examines how the company relates to outsiders, what its contractual capacity is, and its potential to incur tortious or criminal liability. The legal rights and interests of shareholders and the protection of minority interests are also considered before the final moments of an insolvent company take centre stage. The course is designed to stimulate your understanding of both the practical and theoretical aspects of the subject. The study of company law will leave you well prepared in your quest for a career in the legal profession, accountancy, banking and other business related areas.


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.

Module objectives / Learning outcomes

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.


1. Defining Companies
1.1. Company versus Partnership or Sole Trader
1.2. 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. General Meeting of Shareholders
3.2. The Board of Directors and Directors? Duties
3.3. 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 and Loan Capital
5.1. Nature and Types of Shares
5.2. Raising, Maintaining and Reducing Capital
5.3. Loan Capital

6. Minority Shareholders
6.1. The Rule in Foss v Harbottle
6.2. Shareholders? Remedies

7. The Stock Exchange
7.1. Flotation
7.2. Insider Dealing

8.The Company?s Final Moments
8.1. Insolvency Generally
8.2. Secured Creditors and the Floating Charge
8.3. Administrative Receivership
8.4. Liquidation
8.5. Corporate Rescue Mechanisms
8.6. Proposals for Reform
8.7.International Comparisons

9. Lifting the Corporate Veil   


The course will be taught by lectures and seminars. The seminars will act as a forum for the analytical discussion of the topics covered in lectures. You are expected to participate in seminar groups. You have the option to submit one piece of non-assessed written work .

Reading Lists

** Recommended Text
Mayson French Ryan. (2000/01) Company Law. 17th. Blackstone
Derek French. (2000/01) Statutes on Company Law. 4th. Blackstone
Sealy. (1996) Cases and Materials. 5th. Butterworths
** Supplementary Text
Farrar. (1998) Company Law. 3rd. Butterworths
Gower. (1997) Principles of Company Law. 6th. Sweet & Maxwell