Corporate Law

Module description


This module considers the UK law of registered companies. It addresses the framework within which a company exists and how a company can operate. The module examines the principles that apply to both private and public companies. During the course of the module you will gain an understanding of the role of the company as a type of business enterprise and how it functions within the legal and business worlds.

The module enables you to identify legal issues and problems that arise through the use of a company and how to deal with them from a practical legal perspective throughout the life of a company from incorporation to liquidation.

The module handbook and the ELE website for this module contain information which is supplied to be read in conjunction with and forms part of this module description.  

Additional Information:


This module is based on the UK company code. However because many other countries or states have a common law legal system (for example many of the States in the United States of America, the Republic of Ireland and most of the countries that are members of the Commonwealth), the foundations and principles of company law that are covered in the module are also relevant to understanding the company codes adopted by these countries.

External Engagement

Students who may be interested in a career in law will be given an opportunity to attend careers events which take place in the Law School where they will be able to speak with employers in the field of Law (see Students should also be able to attend some of the talks from guest speakers in the Law School. Previously, one such talk was given by a partner in a local law firm who spoke about his experience in developing corporate projects.

The module receives indirect input (through study manuals, syllabus structures etc) from various accreditation bodies, like the ICAEW (Institute of Chartered Accountants in England and Wales).


This module will help students develop their problem-solving and analytical skills, increasing their understanding of legal concepts and legal material at the same time. It will also help students to critically apply the knowledge and understanding they have acquired to arrangements and events that can occur in a commercial environment.  The seminars and assessment system provide opportunities for improving writing and communication skills which are very useful for many different types of future employment.  


All of the resources for the module are available on the ELE (Exeter Learning Environment).

Full module specification

Module title:Corporate Law
Module code:BEA3015
Module level:3
Academic year:2016/7
Module lecturers:
  • Dr Gregory Morris - Convenor
Module credit:15
ECTS value:



BEA1003 Business Law



Duration of module: Duration (weeks) - term 1:


Module aims

The aim of this module is to enable you to understand the foundation and principles of company law that are to be found in the Companies Act 2006.  It will also help you understand other important areas of law and practice that apply to UK companies.  The module will consider how to deal with various issues and problems associated with UK companies from a practical legal perspective.  To gain an appreciation of these areas the module deals with issues in a roughly chronological path through the “life” of a company: looking first at different types of business enterprise, the formation of a company, the funding of a company, then at issues arising in the administration and day-to-day life of the company, followed by issues arising in insolvency and the liquidation (or bringing to an end) of a company.

ILO: Module-specific skills

  • 1. understand the role of company law within the UK legal system
  • 2. explain, summarise and assess coherently the principal features of corporate law
  • 3. identify issues and problems arising in areas of corporate law and identify and apply relevant legal rules to those issues and problems, reaching reasoned conclusions as appropriate
  • 4. understand the different sources of corporate law and use them appropriately to explain issues and reach conclusions

ILO: Discipline-specific skills

  • 5. demonstrate understanding of the role of a company in a business environment and the implications of incorporation
  • 6. advise on issues and problems and reach reasoned conclusions

ILO: Personal and key skills

  • 7. demonstrate problem solving skills
  • 8. demonstrate written communication skills

Learning activities and teaching methods (given in hours of study time)

Scheduled Learning and Teaching ActivitiesGuided independent studyPlacement / study abroad

Details of learning activities and teaching methods

CategoryHours of study timeDescription
Scheduled Learning & Teaching activities22 (11 x 2 hours)Lectures
Scheduled Learning & Teaching activities10 (10 x 1 hour)Seminar
Scheduled Learning & Teaching activities2 (1 x 2 hours)“drop-in” or ”help” sessions – scheduled for the last week of term
Guided independent study30Preparation for tutorials (three hours for each tutorials)
Guided independent study86Reading and research

Formative assessment

Form of assessmentSize of the assessment (eg length / duration)ILOs assessedFeedback method
Problem solving questions and case studies are considered in seminars. Students should prepare written draft “answers” to the seminar topicsRegular 1 hour tutorials (requiring regular preparation) 1-8Student written “answers” to be discussed in seminars; further discussion of tutorial material and other matters available during office hours and in the final “drop-in” or “help” session

Summative assessment (% of credit)

CourseworkWritten examsPractical exams

Details of summative assessment

Form of assessment% of creditSize of the assessment (eg length / duration)ILOs assessedFeedback method
Mid term essay on a topic that has been covered in the first five lectures20not more than 1,500 words excluding references1-8Exam results.Individual written feedback provided to each student. Individual meetgs329ings with student if required.
Examination: essay and case study problem questions802 hours1-8General feedback provided on ELE. Individual meetings with students if required.

Details of re-assessment (where required by referral or deferral)

Original form of assessmentForm of re-assessmentILOs re-assessedTimescale for re-assessment
Mid-term essay and ExaminationExamination1-8August/September reassessment period

Re-assessment notes

Students will be re-assessed by means of a single written examination (to count for 100% of the total marks for the module). A separately assessed essay will not form part of the re-assessment process. Note that marks for referred modules/elements will be capped in accordance with University guidelines.

Syllabus plan

Companies in Context

The general framework of the legal system (contract, agency, property and assets, tort and fiduciary duties, types of business enterprise, types of company, sources and function of corporate law

Promotion and Formation of Companies

The formation and registration of companies and the different types of companies.  

Corporate Personality

Separate corporate personality; the Salomon principle and consequences; lifting the veil of incorporation by statute and courts

Shares and Share Capital

Nature and types of share; issue and maintenance of share capital

Loan Capital

Nature of loan capital; fixed and floating charges

Company Management

Company officers, administration, meetings & resolutions

Company Contracts

Capacity & ultra vires; Authority of directors and others; constitutional limits on authority

Directors Duties 

Nature and scope of duties; duty of care and skill; proper purpose rule; duty to promote success of company; conflicts of interest; other statutory duties; remedies and relief.

Shareholder Remedies

Rule in Foss v Harbottle; Personal Claims; Derivative claims; Just & equitable winding up; unfair prejudice.

Corporate Insolvency

Role/function insolvency law; insolvency/inability to pay debts; role of liquidator; distribution of assets; challengeable transactions.

The purpose of a company

Different understandings of a company including shareholder priority and stakeholder theory.  The impact of corporate social responsibility and human rights on a company.

Revision Session


Indicative learning resources - Basic reading

• Dignam & Lowry (2014) Company Law, 8th edition, Oxford: Oxford University Press

Other textbooks may be consulted such as:
• French, D., Mayson, S. and Ryan, C. (2012) Mayson, French & Ryan on Company Law, 29th edition, Oxford: Oxford University Press


Module has an active ELE page?


Indicative learning resources - Web based and electronic resources


Origin date


Last revision date