Company Law

Module code: M3004
Level 6
30 credits in autumn & spring teaching
Teaching method: Lecture, Seminar
Assessment modes: Essay, Unseen examination

  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.

Module learning outcomes

  • Demonstrate a methodical and systematic understanding of the key aspects of the rules, principles and concepts of company law from case law and statute.
  • Show a coherent and detailed knowledge of particular areas of company law, including problems and conrtoversies and possoble solutions.
  • Show the ability to apply the law to hypothetical situations.
  • Show the ability to present critical and cogent written arguments which evaluate company law.
  • Show the ability to conduct independant research into a particular topic in Company Law.