Company Law (M3004)

30 credits, Level 6

Autumn and spring teaching

  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.


38%: Lecture
63%: Seminar


50%: Examination (Unseen examination)
50%: Written assessment (Essay)

Contact hours and workload

This module is 300 hours of work. This breaks down into 44 hours of contact time and 256 hours of independent study.

This module is running in the academic year 2017/18. We also plan to offer it in future academic years. It may become unavailable due to staff availability, student demand or updates to our curriculum. We’ll make sure to let our applicants know of such changes to modules at the earliest opportunity.


This module is offered on the following courses: