FOUNDATIONS OF COMPANY LAW - 2019/0
Module code: LAW3109
This module covers the law relating to companies. It starts by providing an overview of the main forms of business organisation, and continues with a focus on the incorporated company. It introduces students to the core concepts of company law (such as limited liability and separate legal personality); the practical issues involved in running a company; the basic rights and obligations of the parties involved in the corporate structure; the way companies are financed, and the impact of a company’s insolvency. It is an optional module for students who are interested in the law relating to companies, and/or business or commercial law more generally.
School of Law
JAMES Timothy (Schl of Law)
Number of Credits: 15
ECTS Credits: 7.5
Framework: FHEQ Level 6
JACs code: M221
Module cap (Maximum number of students): N/A
Prerequisites / Co-requisites
Indicative content includes:
- Introduction to company law: forms of business organization.
- Limited liability and lifting the veil.
- Formation of a company – promoters and pre-incorporation contracts.
- The constitution of a company.
- The corporate structure and membership of the company.
- Directors’ powers and duties.
- Protection of minority shareholders’ rights.
- Capital raising and maintenance.
- Corporate rescue and company liquidation.
- Directors’ liability and transaction avoidance.
|Assessment type||Unit of assessment||Weighting|
|Coursework||In course patchwork assessment||50|
|Coursework||End of course assessment||50|
The assessment strategy is designed to provide students with the opportunity to demonstrate their critical and conceptual understanding of the subject, and their ability to apply knowledge in a practical context. In this respect, the assessment is principally designed to enable students to identify, apply and evaluate relevant legal principles. As such, the aim of the strategy is to provide students with an opportunity to demonstrate an in-depth understanding of the subject in line with the learning outcomes listed.
Thus, the summative assessment for this module consists of a 1500 word patchwork assessment (during semester 1) and a 1500 word coursework assessment (Semester 1, January).
Formative assessment and feedback
Students will receive feedback on their performance during the module through oral feedback in lectures and tutorials and individual feedback on patches submitted in tutorials undertaken during the teaching term.
During Semester: 1500 word patchwork assessment based on patches submitted in tutorials.
At end of Semester: 1500 word coursework assessment.
The assessment method for each module has been selected to test a variety of key skills, competences and outcomes as required by QAA. As such, the assessment method cannot be changed. Reasonable adjustment may be made on application subject to ALS approval AND only where such adjustment still allows for the required skills, key competences and outcomes to be assessed at an equivalent level.
- This module aims to familiarise students with the area of company law and to promote in them a critical awareness of the role of the law in regulating business organisations. In this context, students are invited to consider questions such as:
- What options are available to a person starting a business?
- How are companies formed, and what are the effects of such incorporation?
- How is membership of a company acquired, and what rights flow from it?
- What are the key components of a company, and what part do they play in the conduct of its business?
- What are the duties of directors and how can shareholders' rights be protected.
- How are companies financed?
- How does the law encourage the survival of companies which are in financial distress?
- How are insolvent companies liquidated?
|001||Critically evaluate the different types of business organisations and discuss critically the similarities and differences among them||KC|
|002||Critically analyse the significance of the role of limited liability companies in the commercial world, and the distinctions between different types of limited liability companies||KC|
|003||Critically analyse and evaluate the significance of the company as a separate legal person and the judicial and statutory exceptions to the rule||KC|
|004||Critically analyse the issues surrounding company formation, in particular the constitutional documents of registered companies and their legal significance, including an understanding of the changes introduced by the Companies Act 2006||KC|
|005||Critically analyse and evaluate the main relationships within the company, and the way in which its affairs are managed||KC|
|006||Critically analyse and evaluate the key duties of a director and understand how they are enforced||KC|
|007||Critically analyse and evaluate how minority shareholders' rights are protected and enforced||KC|
|008||Critically evaluate the financing methods available to companies, and discuss critically the principles underlying the regulation of the capital regime||KC|
|009||Critically analyse and evaluate understanding of corporate rescue objectives, policy and procedures||KC|
|010||Demonstrate a critical awareness of the principles underlying the legal regulation of liquidation and winding up of companies||KC|
|011||Critically engage with and apply knowledge of primary and secondary legal authorities to solve complex problems and answer complex essay questions||KCPT|
C - Cognitive/analytical
K - Subject knowledge
T - Transferable skills
P - Professional/Practical skills
Overall student workload
Independent Study Hours: 122
Lecture Hours: 22
Tutorial Hours: 6
Methods of Teaching / Learning
The learning and teaching strategy is designed to stimulate private study using primary and secondary sources, both paper-based and electronic. The aim of the strategy is to develop an understanding and critical awareness of the essential principles and underlying policies of English company law.
The learning and teaching methods include:
One 2 hour lecture (weekly) plus one 1 hour tutorial (fortnightly) over 11 weeks.
The lectures will provide an overview of the topics to enable the students to understand the essential principles of each topic and their significance. The lectures and lecture outlines introduce students to legislation, cases, texts and scholarly writing to enable them to deepen their knowledge of each topic.
The tutorials are intended to be occasions when students can demonstrate their knowledge and ability to apply it to tutorial questions set prior to the tutorial. The tutorials are accordingly designed to be student-led.
Indicated Lecture Hours (which may also include seminars, tutorials, workshops and other contact time) are approximate and may include in-class tests where one or more of these are an assessment on the module. In-class tests are scheduled/organised separately to taught content and will be published on to student personal timetables, where they apply to taken modules, as soon as they are finalised by central administration. This will usually be after the initial publication of the teaching timetable for the relevant semester.
Reading list for FOUNDATIONS OF COMPANY LAW : http://aspire.surrey.ac.uk/modules/law3109
Programmes this module appears in
|Law LLB (Hons)||1||Optional||A weighted aggregate mark of 40% is required to pass the module|
|Law with Criminology LLB (Hons)||1||Optional||A weighted aggregate mark of 40% is required to pass the module|
|Law with International Relations LLB (Hons)||1||Optional||A weighted aggregate mark of 40% is required to pass the module|
|Law (JD Pathway) LLB (Hons)||1||Optional||A weighted aggregate mark of 40% is required to pass the module|
Please note that the information detailed within this record is accurate at the time of publishing and may be subject to change. This record contains information for the most up to date version of the programme / module for the 2019/0 academic year.