Introductory description

The module offers a systematic, critical, and contextual analysis of key principles, concepts, and issues in UK company law and corporate governance.

Module aims

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.

• Setting up a company: business forms, types of companies, and the corporate constitution
• Advantages of the company: corporate personality and limited liability
• Consequences of the company: veil piercing and parent company liability
• Dealing with outsiders: authority, agency, and corporate contracting
• Managing the company: directors and general duties of directors
• Protecting the company: defaulting directors and company remedies
• Protecting the shareholders: derivative actions and unfair prejudice petitions
• Protecting the creditors: creditor-regarding duties and wrongful trading

Learning outcomes

By the end of the module, students should be able to:

• Appreciate the wide-ranging influence of corporate activity and the law relating to it.
• Assess the economic and commercial benefits of doing business using the corporate form.
• Understand and develop critical insights into key concepts of company law.
• Be familiar with the general body of company law and related legislation.
• Understand and apply rigorously specific statutory provisions.
• Apply creatively the case law to continuing areas of legal uncertainty.
• Understand corporate governance through common law and statutory developments.
• Formulate and evaluate policy arguments regarding aspects of company law and corporate governance.

Indicative reading list

Reading lists can be found in Talis

Subject specific skills

• Develop ability to analyse and evaluate current issues related to corporate law and governance.
• Enhance independent critical and contextual thinking about relevant legal and policy issues related to the implications of utilising the corporate form, and the directors duties regime.
• Develop ability to identify and search out the most appropriate sources to deepen knowledge, understand and develop critical analyses.

Transferable skills

• Advanced communication skills: ability to articulate complex legal concepts clearly, including persuasive argumentation and structured reasoning.
• Problem-solving: applying legal principles to practical scenarios, identifying issues and reaching sound conclusions.
• Analytical and critical thinking: evaluating legal frameworks, interpreting statutory provisions, and assessing policy implications with a critical perspective.
• Commercial awareness: understanding the interplay between law, business strategy, and market dynamics, and appreciating the practical implications of corporate law principles.
• Research and information management: locating, synthesizing, and applying legal sources and corporate law materials effectively.