Module Descriptors
CRITICAL COMPANY LAW
LAWS60818
Key Facts
Faculty of Business, Education and Law
Level 6
30 credits
Hours of Study
Scheduled Learning and Teaching Activities: 54
Independent Study Hours: 246
Total Learning Hours: 300
Assessment
- ASSIGNMENT weighted at 50%
- EXAMINATION - UNSEEN IN EXAMINATION CONDITIONS weighted at 50%
Module Details
Module Resources
Access to appropriate texts, legislation and case law.
Module study guide.
Computing facilities will be needed to access material available on the web and specialist CD-Roms and on-line databases.
Module study guide.
Computing facilities will be needed to access material available on the web and specialist CD-Roms and on-line databases.
Module Learning Strategies
Whole group sessions:
In these session students will be introduced to the general concepts underlying the subject and will be provided with an outline of the relevant legal principles and cases. Handouts and teaching materials will supplement the sessions and in some sessions time will be spent in familiarising students with the practical skills of dealing with statutes and problems 22 X 2 = 44 hours.
Small group sessions:
In these sessions students will explore aspects of company topics in depth. In semester 1 the object of such exploration will be historical and theoretical, with a shift towards the practical in semester 2. Consequently, semester 1 work will be based on historical and theoretical texts and require a discursive approach, whereas semester 2 will focus on the texts of the companies legislation and be problem centred 1 x 10 = 10 hours.
Directed and independent learning:
At least two study plans will be used to cover particular aspects of the subject. One will be provided in the first semester to provide experience of the study experience and will be supported by a tutorial session. In the second semester, immediately following the Easter break, students will be supplied with a study plan for a selected area, which will be the subject of a question in the end of year examination. This topic will not be dealt with in tutorials but students will be encouraged to work collectively.
Generally, students will be expected to follow the study guide, which will provide a directed programme of learning guidance relating to set texts and websites.
Assessment forms at the end of each tutorial will encourage students to assess their progress, identify strengths and weaknesses, and decide how they can better profit from doing the module 246 hours.
Total 300 hours.
In these session students will be introduced to the general concepts underlying the subject and will be provided with an outline of the relevant legal principles and cases. Handouts and teaching materials will supplement the sessions and in some sessions time will be spent in familiarising students with the practical skills of dealing with statutes and problems 22 X 2 = 44 hours.
Small group sessions:
In these sessions students will explore aspects of company topics in depth. In semester 1 the object of such exploration will be historical and theoretical, with a shift towards the practical in semester 2. Consequently, semester 1 work will be based on historical and theoretical texts and require a discursive approach, whereas semester 2 will focus on the texts of the companies legislation and be problem centred 1 x 10 = 10 hours.
Directed and independent learning:
At least two study plans will be used to cover particular aspects of the subject. One will be provided in the first semester to provide experience of the study experience and will be supported by a tutorial session. In the second semester, immediately following the Easter break, students will be supplied with a study plan for a selected area, which will be the subject of a question in the end of year examination. This topic will not be dealt with in tutorials but students will be encouraged to work collectively.
Generally, students will be expected to follow the study guide, which will provide a directed programme of learning guidance relating to set texts and websites.
Assessment forms at the end of each tutorial will encourage students to assess their progress, identify strengths and weaknesses, and decide how they can better profit from doing the module 246 hours.
Total 300 hours.
Module Indicative Content
The module is designed to provide students with an understanding of the historical development of the joint stock company form and the role of the joint-stock company within contemporary society together with a grasp of the essentials of substantive Company Law. It is intended to give students the understanding and skills to deal confidently with any aspect of Company Law.
Issues covered include:
- The Nature and Role of the Joint-stock Company in Contemporary Society: the use, and the consequences of that use, of the company form from the one-man company to the trans-national corporation.
- Share-Capital: the nature and history of the share as a form of property; the stock-exchange, and the relationship of industrial and financial-capital.
- The Historical Evolution of the Limited Liability Company: the emergence and development of the company as both economic and legal forms.
- Separate Personality: an assessment of the doctrine of separate personality and the related doctrine of limited liability.
- Ownership and Control: the role and relationship of members, directors and workers.
- The Constitution of the Company: the memorandum and articles of association; their structure and effect.
- The Creation of the Company: promoters, the prospectus and the Financial Services Act.
- The Doctrine of Capital Maintenance: self-dealing; financial assistance; and dividend law.
- Loan Capital: debentures and fixed and floating charges.
- Meetings: the role of the company's general meeting, in theory and in practice.
- Ownership and Control: the role, function and control of company directors.
- Minority Protection: common-law and statutory protection of the rights of small shareholders and statutory control of Insider Dealing.
- Winding-up/Administration Orders: the control of companies in financial difficulties.
Issues covered include:
- The Nature and Role of the Joint-stock Company in Contemporary Society: the use, and the consequences of that use, of the company form from the one-man company to the trans-national corporation.
- Share-Capital: the nature and history of the share as a form of property; the stock-exchange, and the relationship of industrial and financial-capital.
- The Historical Evolution of the Limited Liability Company: the emergence and development of the company as both economic and legal forms.
- Separate Personality: an assessment of the doctrine of separate personality and the related doctrine of limited liability.
- Ownership and Control: the role and relationship of members, directors and workers.
- The Constitution of the Company: the memorandum and articles of association; their structure and effect.
- The Creation of the Company: promoters, the prospectus and the Financial Services Act.
- The Doctrine of Capital Maintenance: self-dealing; financial assistance; and dividend law.
- Loan Capital: debentures and fixed and floating charges.
- Meetings: the role of the company's general meeting, in theory and in practice.
- Ownership and Control: the role, function and control of company directors.
- Minority Protection: common-law and statutory protection of the rights of small shareholders and statutory control of Insider Dealing.
- Winding-up/Administration Orders: the control of companies in financial difficulties.
Module Additional Assessment Details
Assignment, length 3000 words, at the end of semester 1, weighted at 50%.
Examination - unseen but with access to legislation - length 2 hours, weighted at 50%.
Semester 1 assignment will assess outcomes 1,2,3 and 6.
Semester 2 examination will assess outcomes 1 - 6.
To pass this module students must obtain a mark of at least 40%.
Students must obtain at least 35% in both coursework and examination elements of the module.
Examination - unseen but with access to legislation - length 2 hours, weighted at 50%.
Semester 1 assignment will assess outcomes 1,2,3 and 6.
Semester 2 examination will assess outcomes 1 - 6.
To pass this module students must obtain a mark of at least 40%.
Students must obtain at least 35% in both coursework and examination elements of the module.
Module Texts
Dignam A & Lowry J (2008) Critical Company Law, (5th Edition) Oxford University Press
AND a copy of the current Companies Legislation
AND a copy of the current Companies Legislation