LA310-30 Law of Business Organisations
Introductory description
The module offers an analysis of the principles and contexts of UK company law.
Module aims
The module offers a comprehensive, critical and contextual analysis of the fundamental principles and concepts of UK company law and an introduction to some of the key policy issues facing lawyers, practitioners and theorists in this area of law today. It aims to provide a theoretical framework in which to understand developments in company law and corporate governance debates.
The module deals with the modern incorporated company - its formation and dissolution, its financial structure, the establishment and regulation of relations between its board of directors and shareholders and between the company itself and other stakeholder groups such as creditors and employees. An important focus of the module is the UK Companies Act 2006.
The module begins by tracing the historical development of the corporate form in its social and economic context, including the corporate constitution, the nature of shares and the emergence of capital markets. Emphasis is placed on the doctrine of separate corporate personality and limited liability and its practical ramifications in the context of corporate groups. The module will also examine the role of companies in modern western economies from the perspective of various political and economic theories.
In term 2, the governance implications of dispersed share ownership are considered with a focus on the resulting tensions between: a) shareholders and corporate managers; b) shareholders and creditors; and c) controlling shareholders and minority shareholders. These relationships will be analysed using a conceptual framework offered by economics, namely agency theory. We will explore the various legal doctrines and regulatory techniques used to tackle problems emerging from the above relationships and attempt to evaluate their effectiveness.
Outline syllabus
This is an indicative module outline only to give an indication of the sort of topics that may be covered. Actual sessions held may differ.
Separate corporate personality: meaning and origins
Corporate structuring
The powers of the company
Social organisations
Lifting the veil in the context of Multinational Enterprises
The role of the company in modern society
The separation of ownership from control in companies
Capital structure
Modern equity finance and IPOs
Corporate Governance: the contractarian theory of the
corporation
Disclosure and other obligations on public companies
Corporate Governance: Codes, and takeovers
Directors' duties I: duties of loyalty and care
Directors' duties II: duties of honesty
The derivative claim
The unfair prejudice petition
Protecting creditors of solvent companies
Protecting creditors of insolvent companies/ corporate rescue
Learning outcomes
By the end of the module, students should be able to:
- Understand the historical, political, economic and transnational contexts in which the law of business organizations has developed and continues to develop
- Under basic concepts of company law and their influence on common and statutory law developments
- Recognise and manage the holistic nature of company law
- Appreciate the wide-ranging influence of corporate activity and the law relating to it
- Be familiar with the general body of company and related legislation
- Understand and apply rigorously specific statutory provisions
- Identify the range of judicial approaches to company law disputes
- Apply creatively the case law to continuing areas of legal uncertainty and to specific events in the news, e.g. take-overs
- Formulate and evaluate policy arguments at all levels of company law
- Appreciate different legal cultures in the company law sphere and draw comparisons where appropriate
- Be prepared to identify and search out the most appropriate sources
- Assimilate seminar materials and apply these to specific questions set for the seminarWork in a team, and be sympathetic to other contributions
- Apply the themes/issues developed in lectures and seminars to current eventsWork unsupervised as the main mode of work
Indicative reading list
LOWRY, John and REISBERG, Arad, Pettet's Company Law: Company Law and Corporate Finance (4th edn, Pearson 2012)
Blackstone Statutes on Company Law 2016-2017 (OUP)
Lee Roach, Company Law (Oxford, OUP 2019)
Subject specific skills
No subject specific skills defined for this module.
Transferable skills
No transferable skills defined for this module.
Study time
| Type | Required |
|---|---|
| Lectures | 36 sessions of 1 hour (12%) |
| Seminars | 14 sessions of 1 hour (5%) |
| Private study | 250 hours (83%) |
| Total | 300 hours |
Private study description
No private study requirements defined for this module.
Costs
No further costs have been identified for this module.
You do not need to pass all assessment components to pass the module.
Students can register for this module without taking any assessment.
Assessment group D7
| Weighting | Study time | Eligible for self-certification | |
|---|---|---|---|
| 2500 Word Essay | 30% | No | |
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Students will write an essay on one of a selection of given topics. |
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| Online Examination | 70% | No | |
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This is a 2hr exam to be completed within the given 24hr period. ~Platforms - AEP
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Feedback on assessment
Feedback for essay on Tabula. Generic feedback for the exam will be provided on Moodle, with the option for one to one feedback by student request in October.
Courses
This module is Core for:
- Year 3 of UIBA-MN34 Law and Business Four Year (Qualifying Degree)
- Year 3 of UIBA-MN31 Undergraduate Law and Business Studies
- Year 3 of UIBA-MN32 Undergraduate Law and Business Studies
- Year 4 of UIBA-MN37 Undergraduate Law and Business Studies (Qualifying Degree) with Intercalated Year
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UIBA-MN35 Undergraduate Law and Business Studies with Intercalated Year (3+1)
- Year 3 of MN35 Law and Business Studies with Intercalated Year (3+1)
- Year 4 of MN35 Law and Business Studies with Intercalated Year (3+1)
- Year 4 of UIBA-MN36 Undergraduate Law and Business Studies with Intercalated Year (4+1)
This module is Optional for:
- Year 3 of ULAA-M300 Undergraduate Law
- Year 3 of ULAA-M105 Undergraduate Law (3 year) (Qualifying Degree)
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ULAA-M106 Undergraduate Law (4 year) (Qualifying Degree)
- Year 3 of M106 Law (4 year) (Qualifying Degree)
- Year 4 of M106 Law (4 year) (Qualifying Degree)
- Year 4 of ULAA-M104 Undergraduate Law (Year Abroad)
- Year 4 of ULAA-M108 Undergraduate Law (Year Abroad) (Qualifying Degree)
- Year 3 of ULAA-ML33 Undergraduate Law and Sociology
- Year 3 of ULAA-M110 Undergraduate Law with Humanities (3 Year)
- Year 3 of ULAA-M113 Undergraduate Law with Humanities (4 Year) (Qualifying Degree)
This module is Option list A for:
- Year 4 of ULAA-M10A Undergraduate Law with French Law (Qualifying Degree)
- Year 4 of ULAA-M10C Undergraduate Law with German Law (Qualifying Degree)
- Year 4 of ULAA-M113 Undergraduate Law with Humanities (4 Year) (Qualifying Degree)
- Year 3 of ULAA-M115 Undergraduate Law with Social Sciences (3 Year) (Qualifying Degree)
This module is Option list B for:
-
ULAA-ML34 BA in Law and Sociology (Qualifying Degree)
- Year 3 of ML34 Law and Sociology (Qualifying Degree)
- Year 4 of ML34 Law and Sociology (Qualifying Degree)
- Year 5 of ULAA-ML35 BA in Law and Sociology (Qualifying Degree) (with Intercalated year)
- Year 4 of ULAA-ML33 Undergraduate Law and Sociology