Company Law

Learning Outcomes

Subject Specific Intellectual and Research Skills

Having successfully completed this module you will be able to:

• analyse legal materials, identify key legal principles and issues and, where appropriate, make constructive criticism;
• critically evaluate legal materials by way of statutory interpretation, case analysis, review of journal articles and consideration of reform reports from bodies such as BERR and the Company Law Review;
• critically assesses the strengths and weakness of law reform as developed by the Company Law Review and reflected in the Companies Act 2006;
• communicate effectively knowledge of issues of company law and present reasoned arguments coherently.

Knowledge and Understanding

Having successfully completed this module, you will be able to demonstrate knowledge and understanding of:

• the basic share capital structures commonly adopted by companies; and you will be able to explain the concept of maintenance of capital and to understand the role it plays in the protection of creditors especially in the context of distributions to shareholders; and you will be able to assess the merit of the Second Company Law Directive in this context;
• the basic aims and nature of insolvency regimes; especially administration and liquidation; and you will be able to explain the shift from asset distribution to corporate rescue in recent years; and to understand and state the consequences of this shift for creditors, especially banks with floating charges; and you will understand and be able to state the possible liabilities of directors in the event of insolvency.
• the constitutional structure of a company, and you will be able to explain the contractual basis of the relationship between shareholders and the company and appreciate the division of power between directors and shareholders; you will be able to understand the structure and composition of company boards, and you will be able to understand the general duties of directors and to assess the scope of their authority, and you will be able to rigorously evaluate their fiduciary duties, and comprehend the scope of their common law duties of care and skill;
• the basic structure of loan capital and the need for security; and you will be able to evaluate the distinct merits of fixed and floating charges; and to appreciate the role of the administrative receiver and to understand the reforms which have brought administrators to the fore instead;
• the concept of the separate legal personality of a company, and you will be able to consider critically the legal issues presented by corporate and personal liability with respect to torts and crimes carried out by a company;

Transferable and Generic Skills

Having successfully completed this module you will be able to:

• analyse and interpret complex statutory material;
• analyse and interpret complex case material;
• evaluate legal materials and effectively apply them to practical corporate problems;
• develop and present written arguments supported by appropriate evidence.

Module Content

The module is structured and divided into the following sections which also indicate the content of each section.

Part I INTRODUCTION -THE CORPORATE ENTITY

1. Introductory Material

2. Corporate Personality

CONSTITUTIONAL ISSUES

3. The Articles of Association

Part II CORPORATE GOVERNANCE

DIRECTORS' ROLE, DUTIES AND RESPONSIBILITIES

4. Directors generally

5. A Statutory Statement of Directors' Duties

6. Distribution of power within the company

7. The General Duties of Directors - examining all of the duties owed by directors

8. Directors' Liabilities for Breach of Duty

SHAREHOLDER REMEDIES

9. Remedies - the unfairly prejudicial remedy

10. Derivative actions

Part III THE PROTECTION OF CREDITORS

11. Share Capital and the Doctrine of Capital Maintenance

12 Protection of creditors' interests

13. Distributions and the protection of creditors

Teaching methods include:

• Lectures with an emphasis on participation by the students in open-textured discussion.
• Small group tutorial work focused on problem solving skills.
• Advance reading is provided in the reading lists which feed into the tutorials and active participation is expected from all members of the group.

Learning activities include:

• Directed reading assisted by reading lists and availability of materials on Blackboard
• Accessing electronic resources in the form of legislation, journals and case materials;
• Reviewing complex statutory material;
• a focus on current cases and regulatory developments

Formative

This is how we’ll give you feedback as you are learning. It is not a formal test or exam.

Tutorial

• Assessment Type: Formative
• Feedback:
• Final Assessment: No
• Group Work: No

Summative

This is how we’ll formally assess what you have learned in this module.

Referral

This is how we’ll assess you if you don’t meet the criteria to pass this module.

Repeat

An internal repeat is where you take all of your modules again, including any you passed. An external repeat is where you only re-take the modules you failed.