Module Identifier LA35410  
Module Title BUSINESS LAW 2  
Academic Year 2001/2002  
Co-ordinator Ms Uta Kohl-Piotrowicz  
Semester Semester 2  
Other staff Ms Uta Kohl-Piotrowicz  
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 areas of law that are examined in the Business Law 2 course will be of particular assistance to students studying for a degree in business studies and related disciplines. The course commences with a lecture that examines the various legal structures through which businesses can be conducted. The course then proceeds with a study of the law of agency and its relevance within these various business structures (five lectures). The remainder of the course examines important aspects of Company Law (fifteen lectures).

The lecture on business structures will provide students with information not only about the options which exist, but also the potential advantages and disadvantages of each structure. The course proceeds to examine the law agency, since this area of law has important legal consequences for all businesses. As well as being a very interesting legal topic, knowledge of the law of agency is important for anyone a career in a business environment. The section of the course on Company Law will examine the legal environment within which companies operate and will enable students to appraise the fascinating legal regime under which registered companies operate.

The areas of law examined in this module will be of assistance to students intending to pursue careers in occupations such as accountancy, business management, financial services and related occupations.

Aims of the module

The module builds upon the legal knowledge gained by students in Business Law 1. It aims to enable students to identify and describe the main legal principles relating to individual business structures, the law of agency and company law. Additionally the module aims to enable students to distinguish between and explain the case law and statute law that underpin these areas and to recognise their relevance within the commercial world.

Module objectives / Learning outcomes

Upon successful completion of this module, students will be able to identify and differentiate between different business structures. Additionally, students will be able to define the principle legal issues that arise within the law of agency and company and to relate these issues to the commercial situations that arise within modern society. Additionally the module will develop student?s ability to evaluate legal tools and to apply those tools within practical settings.


1. Introduction to Business Structures: sole traders, partnerships and companies.
2. 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 principals and agents.
3. Legal status of companies - the concept of separate legal personality.
4. Company Formation: promoters, pre-incorporation contracts and procedure.
5. Public and Private companies.
6. The Company Constitution: the memorandum of association and articles of association.
7. The Contractual Capacity of the company: Ultra Vires and Directors authority.
8. The nature and classification of a company?s share and loan capital.
9. Corporate Management: the division of power between the shareholders and directors.
10. Directors? duties.
11. The protection of shareholders.
12. Insolvency: the fundamental responsibilities of company management in relation to insolvent trading.
13. Auditors and the Company Secretary: their role and functions within the company.
14. Insider dealing: an outline of the law concerning insider dealing.