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University of Exeter Business School

Corporate Law

Module titleCorporate Law
Module codeBEA3015
Academic year2023/4
Module staff

Dr Iva Guterres (Convenor)

Duration: Term123
Duration: Weeks




Number students taking module (anticipated)


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).

Module aims - intentions of the module

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.

Intended Learning Outcomes (ILOs)

ILO: Module-specific skills

On successfully completing the module you will be able to...

  • 1. Describe 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. Explain the different sources of corporate law and use them appropriately to explain issues and reach conclusions

ILO: Discipline-specific skills

On successfully completing the module you will be able to...

  • 5. Describe and explain 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

On successfully completing the module you will be able to...

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

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

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
Individual coursework201500 words excluding references1-8Written feedback
Examination 802 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
Individual coursework (20%)Individual coursework (20%) (1500 words)1-8July/August deadline for submission
Examination (80%)Examination (80%) (2 hours)1-8August/September reassessment period

Re-assessment notes

Only students who fail the whole module will be re-assessed with an individual coursework and/or summer examination, whichever is relevant as above.

Indicative learning resources - Basic reading

Basic Reading

  • Davies, P., Worthington, S., & Hare, C. (2021). Gower: Principles of Modern Company Law (11th ed.). Sweet & Maxwell

Students may also consult other textbooks such as:

  • Dignam, A., & Lowry, J. (2020). Company Law (Core Texts Series) (11th ed.). Oxford University Press
  • French, D. (2021). Mayson, French & Ryan on Company Law (37th ed.). Oxford University Press

Indicative learning resources - Web based and electronic resources

Key words search

Corporate Law, Company Law, Business Law, Companies

Credit value15
Module ECTS


Module pre-requisites


Please note this module cannot be taken with LAW3083 

Module co-requisites




NQF level (module)


Available as distance learning?


Origin date


Last revision date