Module Identifier LA31310  
Module Title COMPANY LAW  
Academic Year 2006/2007  
Co-ordinator Dr Jonathan M C Fitchen  
Semester Semester 2  
Other staff Dr Uta Kohl, Miss Anne-Kathrin Kuehnel  
Pre-Requisite LA10110 or LA30110 or LA15710 and LA15830 or LA35830  
Mutually Exclusive LA33020 or LA35410 or LA37810  
Course delivery Lecture   16 Hours. Two one hour lectures per week  
  Seminars / Tutorials   3 Hours. Three one hour seminars  
Assessment
Assessment TypeAssessment Length/DetailsProportion
Semester Exam1.5 Hours  100%
Supplementary Exam1.5 Hours  100%
Professional Exemptions Not required for professional purposes  

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

Content

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.

Brief description

Company Law will provide an overview of the various vehicles businesses may adopt to carry on their activities and their relative advantages and disadvantages. It will then focus 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 on the law of agency (5 lectures) will examine 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 will 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 (15 lectures) will focus on the company and examine the nature and function of companies and its various types and the legal environment in which registered companies operate in the UK.

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

Aims

The module 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.

Notes

This module is at CQFW Level 6