An ASSIGNMENT 3000 words weighted at 50%.
An EXAM length 2 hours weighted at 50%.

The timing of assessments and Learning Outcomes assessed is as follows:

1. End of Semester 1 3000 word assignment (50%). Learning Outcomes 1, 2, 3 & 6
2. End of Semester 2 unseen examination but with access to legislation, 2 hours. Learning Outcomes 4, 5 & 6.

A formative assessment will take place prior to the summative assessment.

To pass this module, students must obtain a mark of at least 40%. Students must obtain at least 25% in both coursework and examination elements of the module.

The module is designed to provide students with an understanding and a grasp of the essentials of substantive Sri Lankan Company Law. It is intended to give students the understanding and skills to deal confidently with aspects of Sri Lankan Company Law. Company Law in other common law jurisdictions will also be considered in view of the historical and modern influences on Sri Lankan Company Law.

Issues covered include:

1) The different mediums within which a business can be conducted

2) The doctrine of separate legal personality (legal status and capacity of a company)

3) Lifting the corporate veil

4) History of Company Law in Sri Lanka

5) Sri Lankan Company Law under the Companies Act No.7 of 2007

Introduction
-Types of companies
-Incorporation
-company name (requirements and restrictions)

Several new features under Act No7 of 2007
-modification of the doctrine of ultra vires
-abolition of People's Companies
-single share holder companies
-liability for pre incorporation contracts
-Solvency Test
-minority buy-out right
-statutory derivative action
-statutory directors' duties

Shareholders' powers, rights and liabilities

Directors' powers and duties

General meetings and resolutions

Shares and Debentures (different classes of shares and rights)

Corporate Insolvency- Winding up under the Act No7 of 2007 (different modes of winding-up)

6) The role of the stock exchange and Securities Exchange Commission

1. DEMONSTRATE THE ABILITY TO EXPLAIN THE DISTINCTION BETWEEN DIFFERENT FORMS OF BUSINESS ORGANISATIONS
Knowledge & Understanding

2. DEMONSTRATE THE ABILITY TO EXPLAIN THE ESSENTIAL PRINCIPLES AND CONCEPTS UNDERLYING THE SUBSTANTIVE RULES OF CONTEMPORARY SRI LANKAN COMPANY LAW
Knowledge & Understanding

3. DEMONSTRATE THE ABILITY TO CRITICALLY ANALYSE AND PRODUCE AN INFORMED ACCOUNT OF THE CONCEPT OF SEPARATE LEGAL PERSONALITY IN THE DEVELOPMENT OF COMPANY LAW
Application
Knowledge & Understanding
Analysis

4. DEMONSTRATE THE ABILITY TO CONDUCT COMPARATIVE RESEARCH BY LOOKING AT COMPANY LAW IN OTHER COMMON LAW JURISDICTIONS
Enquiry
Communication
Reflection

5. DEMONSTRATE THE ABILITY TO ANALYSE PROBLEM SCENARIOS AND SELECT AND APPLY THE APPROPRIATE LEGAL SOLUTIONS
Problem-solving
Analysis
Communication
Enquiry

MODULE LEARNING STRATEGY - this is based around students committing to a total of 300 hours of activities towards achieving the learning outcomes. These are split between 72 hours of direct contact with a tutor and 228 hours of directed, guided and self-study, together with preparation for and completion of assessment tasks. A blend of teaching methods will be used, facilitating different styles of learning. These will also provide a platform for the development of essential skills including intellectual skills, communication, problem-solving, research, teamwork, negotiation, presentation, and the effective use of IT. Activities will be supported by guided learning and independent learning/enquiry.

WHOLE GROUP/LECTURE SESSIONS – these will be used to introduce new topics in the programme and to provide opportunities for shared learning experiences for all cohort participants, assisted by buzz sessions, and problem and practice-based tasks and activities. New topics and themes introduced in these sessions will be developed further in small-group/workshop sessions

SMALL GROUP SESSIONS/WORKSHOPS – these comprise learning activities organised around topics and themes which will have been introduced in the whole-group/lecture sessions. Participants undertake preparatory directed study and research, assisted by on-line systems like Lexis Library, Practical Law, and Westlaw. Workshops include exercises in which participants engage in ‘client’ and adviser role plays, discuss and draft pre-review formal complaints based on scenarios and case studies, and engage in other problem-based exercises. An emphasis is on student interaction, team-working, and demonstration of knowledge, and the application of knowledge. Post-workshop reflective work is a further feature (with opportunities to undertake follow-up study or collaborative learning activities).
Participants are expected to prepare for workshops effectively, and to maintain a journal recording their work, including their preparation for, and contribution to, the workshops


GUIDED LEARNING & INDEPENDENT STUDY/ENQUIRY - guided learning work will comprise a mix of activities, some of which will require group work, completion of pre-sessional tasks, and use of on-line systems and resources. Learning will be facilitated by use of the VLE platform and interactions between students and tutors. Besides guided learning tasks, other study will take the form of pre-sessional enquiry linked to specific tasks, post-sessional reflective work, and preparatory work linked to assessment tasks. Independent, self-managed enquiry is an important feature of the programme, including enquiry in pursuit of particular interests. It is expected that around 50 hours will be devoted to the completion of assessment tasks. Students are expected to be familiar with current issues and debates on administrative justice and human rights issues. Debate on these is assisted by the facility of student contributions to the ‘Topical Issues & New Developments’ section of the module’s Blackboard site


Total Learning - 300 Hours

Access to relevant legislation, case law, texts, journals, online data bases and module Study Guide.

FOR APIIT STUDENTS ONLY

K Neelakandan, New Companies Act Simplified - Part 1 (Kandiah Neelakandan 2007)
K Neelakandan, New Companies Act Simplified - Part 2 (Kandiah Neelakandan 2008)
A Wikramanayake, Company Law in Sri Lanka (Arittha Wikramanayake 2007)
J McDermott, Understanding Company Law (2nd ed LexisNexis 2011)
A Dignam & J Lowry, Company Law (6th ed OUP 2010)