Module details for 2011 cohort.

30 credits

FHEQ Level 6

Additional Learning Tasks

Students of this level 6 module will be able to demonstrate a coherent and detailed knowledge and understanding of the legal rules, concepts and principles of the subject including those at the forefront of the discipline; the ability to present legal arguments and solve problems using the concepts and techniques of the subject; the ability to analyse critically the current law based upon a reading of the primary sources of law and critical academic analysis and to comment critically upon research and scholarship in the discipline. Students will further be able to work independently, demonstrating legal research skills and to communicate their ideas effectively.

Module Outline

1. Introduction to Company Law: an outline of the new statute: Companies Act 2006; the inter-relationship between statute and the common law; the role of the European Company Law Harmonisation Programme; Company Law in context, theory and history.
2. Legal Personality and Limited Liability: different categories of companies (the private/public divide); the rule in Salomon's case and lifting the veil of incorporation.
3. The Promotion of Companies: the role of the Stock Exchange and investor protection; the role, duties and liabilities of the promoter; pre-incorporation contracts.
4. The Relationship between the Company and the Outside World: the objects of the company and the rise and fall of the ultra vires rule; the nullity principle; the internal operations of the company and their effect on third parties; principles of agency/vicarious liability, corporate crimes and criminal liability.
5. The Internal Relations within the Company: shareholders inter se; inter-relationship between the company's constitution and the Companies Act; alteration of the constitution; different classes of shares; preference shares and the alteration of their rights; the company and its employees; the stakeholder debate.
6. The Role of Corporate Governance in Company Life: the regulatory framework for companies; self-regulation by business and Government intervention; the work of the CG committees, a definition of CG and Corporate Social Responsibility;
7. The Management of the Company: composition of the board of directors; formalities of management; division of functions between the company's organs.
8. The Qualification of Directors: different kinds of directors (non-executive/executive; nominee; shadow; de facto); how are directors qualified'; the disqualification framework..
9. Directors' Duties and their Enforcement: the new statutory statement of duties; to whom are the duties owed'; the rule in Foss v. Harbottle; derivative and representative actions.
10. Protection of Minority Shareholders: just and equitable winding up; the action for unfair prejudice.

Study Direct: M3004

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Timing

Submission deadlines may vary for different types of assignment/groups of students.

Weighting

Coursework components (if listed) total 100% of the overall coursework weighting value.

How to read the week pattern

The numbers indicate the weeks of the term and how many events take place each week.

Dr Jingchen Zhao

Assess convenor
http://www.sussex.ac.uk/profiles/153121