Corporate Law
| Module title | Corporate Law |
|---|---|
| Module code | BEA3015 |
| Academic year | 2023/4 |
| Credits | 15 |
| Module staff | Dr Iva Guterres (Convenor) |
| Duration: Term | 1 | 2 | 3 |
|---|---|---|---|
| Duration: Weeks | 11 | 0 | 0 |
| Number students taking module (anticipated) | 50 |
|---|
Module description
Summary:
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:
Internationalisation
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 http://socialsciences.exeter.ac.uk/law/events/) 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).
Employability
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.
Sustainability
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 Activities | Guided independent study | Placement / study abroad |
|---|---|---|
| 34 | 116 | 0 |
Details of learning activities and teaching methods
| Category | Hours of study time | Description |
|---|---|---|
| Scheduled learning & teaching activities | 22 (11 x 2 hours) | Lectures |
| Scheduled learning & teaching activities | 10 (10 x 1 hour) | Seminar |
| Scheduled learning & teaching activities | 2 (1 x 2 hours) | drop-in or help sessions scheduled for the last week of term |
| Guided independent study | 30 | Preparation for tutorials (three hours for each tutorials) |
| Guided independent study | 86 | Reading and research |
Formative assessment
| Form of assessment | Size of the assessment (eg length / duration) | ILOs assessed | Feedback method |
|---|---|---|---|
| Problem solving questions and case studies are considered in seminars. Students should prepare written draft answers to the seminar topics | Regular 1 hour tutorials (requiring regular preparation) | 1-8 | Student 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)
| Coursework | Written exams | Practical exams |
|---|---|---|
| 20 | 80 | 0 |
Details of summative assessment
| Form of assessment | % of credit | Size of the assessment (eg length / duration) | ILOs assessed | Feedback method |
|---|---|---|---|---|
| Individual coursework | 20 | 1500 words excluding references | 1-8 | Written feedback |
| Examination | 80 | 2 hours | 1-8 | General feedback provided on ELE. Individual meetings with students if required |
Details of re-assessment (where required by referral or deferral)
| Original form of assessment | Form of re-assessment | ILOs re-assessed | Timescale for re-assessment |
|---|---|---|---|
| Individual coursework (20%) | Individual coursework (20%) (1500 words) | 1-8 | July/August deadline for submission |
| Examination (80%) | Examination (80%) (2 hours) | 1-8 | August/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
| Credit value | 15 |
|---|---|
| Module ECTS | 7.5 |
| Module pre-requisites | BEA1003. Please note this module cannot be taken with LAW3083 |
| Module co-requisites | None
|
| NQF level (module) | 6 |
| Available as distance learning? | No |
| Origin date | 01/03/2012 |
| Last revision date | 26/04/2023 |
