Module Identifier LA35410  
Module Title BUSINESS LAW 2  
Academic Year 2003/2004  
Co-ordinator Ms Uta Kohl  
Semester Semester 2  
Mutually Exclusive LA31810, LA33020  
Course delivery Lecture   20 Hours two one hour lectures per week  
  Seminars / Tutorials   4 Hours Seminar. four one hour seminars per semester  
Assessment TypeAssessment Length/DetailsProportion
Semester Exam2 Hours  100%
Supplementary Assessment Resit by examination   
Professional Exemptions Not Available to Law Students  

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. Additionally the module will develop a student's ability to evaluate legal tools and to apply those tools within practical settings.

Brief 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.
Business Law II provides an overview of the various legal vehicles businesses may adopt to carry on their activities and their relative advantages and disadvantages. It then focuses on two legal constructs which are of critical relevance in the commercial world, which are the concept of agency and the legal institution of the company.
The first part of the course (5 lectures) on the law of agency examines the manner in which the law allows businesses to effect transactions and enter into legally binding relationships through the use of third parties. The lectures provide the legal background which will allow students to describe and evaluate the usefulness of the concept of agency as well as the legal implications it entails for all the parties concerned.
The second and main part of the course (14 lectures) focuses on the company, the artificial legal person, and examines the nature and function of companies and its various types and the legal environment in which registered companies operate in the UK. More specifically, the course covers inter alia the rights of shareholders as well as the rights and duties of company directors, secretaries and auditors, the nature of share and loan capital and the legal repercussions arising out of insolvent trading.
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.


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.


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 principals and agents.
2. Business Vehicle: sole traders, partnerships, limited liability partnerships and companies.
3. Legal Status of Companies: the concept of separate legal personality.
4. Company Formation and Classification: the public and private company, pre-incorporation contracts, the incorporation procedure.
5. The Company Constitution: the memorandum of association and articles of association.
6. The Contractual Capacity of the Company: ultra vires and directors' authority.
7. The Organs of the Company: the general meetings of shareholders and the board of directors and the division of power between the shareholders and directors.
8. Directors' Duties.
9. Auditors and the Company Secretary: their role and functions within the company.
10. Share Capital and Loan Capital.
11. The Protection of Minority Shareholders.
12. Insolvency: the fundamental responsibilities of company management in relation to insolvent trading.


This module is at CQFW Level 6