|| LA37810 |
|| COMPANY LAW FOR BUSINESS STUDENTS |
|| 2006/2007 |
|| Dr Jonathan M C Fitchen |
|| Semester 2 |
|| LA35310 |
|| LA35410 , LA31310 |
| Course delivery
|| Lecture || 20 Hours. 20 hours - two one hour lectures per week |
|| Seminars / Tutorials || 4 Hours. four one hour seminars |
|Assessment Type||Assessment Length/Details||Proportion|
|Semester Exam||1.5 Hours One and a Half hour examination ||100%|
|Supplementary Exam||2 Hours Two hour resit examination ||100%|
On completion of this module:
1. Students should be able to identify and describe the main legal principles underlying business transactions carried out by an agent and the significance of these principles in the commercial world.
2. Students should be able to identify and describe the main legal principles underlying business vehicles, such as partnerships and companies, and explain in what situations they are commercially advantageous
3. Students should be able to describe how the company is internally organized and its relations to outsiders
4. Students should be able to describe the legal duties of corporate managers and advisors to shareholders, creditors and other stakeholders and their ramifications in different scenarios
NOT AVAILABLE TO LAW STUDENTS
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.
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