B30 - Business Organisation And Private Company Law - Elective Term 2.Docx

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1 MODULE SPECIFICATION KEY FACTS Module name Business Organisations and Private Company Law Module code tbc School The City Law School Department or equivalent City Law School Academic Courses UK credits 15 ECTS 7.5 Level 5 MODULE SUMMARY Module outline and aims This module introduces you to the world of business and the legal structures through which it is carried on. The module starts by highlighting the advantages and disadvantages of each by way of real life scenarios. It progresses to put major focus on the story of a concept that revolutionised the world financially; a concept that made possible the industrial, transport and more recently technology and dotcom revolutions and their socially beneficial outcomes which we all too readily take for granted today. In other words, the focus shifts to the predominant legal business vehicle the registered, limited liability company and how its business is conducted, financed and regulated. The module highlights problem issues relating the separate entity s ability to make contracts, be liable for torts and prosecuted for criminal offences. You will learn about corporate theory. In this module focus is on the concepts of the company as a separate legal person and of limited liability for its members; group entities and the significance of the so called veil of incorporation that purports to hide the members from the parties dealing with the company. You will also learn how to analyse the constitution of a company, its significance and ambit; the division of powers within it; the divorce of ownership from control as well as the consequences such as struggles for power and the abuse of it, plus the law s response to these issues. Finally, you will become aware of the way in which companies may acquire finance and what can and cannot be done with it. This is a module that is dependent on the use of statutes and the skill of interpretation of them, but case law remains significant (including case law from other common law jurisdictions such as Canada). Also, you will get the opportunity to recall and apply elements of earlier modules such as constitutional, contract, tort, equity and criminal law in relation to aspects of this programme. The aims of this module are: To provide you with in-depth knowledge and understanding of: Carrying on business in the UK with primary focus on one method in particular (namely by the use of a registered company Law), and the fundamental rules and principles governing their operation and regulation, Theoretical debates and practical realities that underpin Company Law and its reform, and the Development of research, investigative, analytical, forensic and drafting skills in relation to practical Company Law issues.

2 Content outline An overview of business organisations (Sole Tradership; General Partnership, Limited Partnerships; Limited Liability Partnerships and Companies); the formation of companies, their types and characteristics The concept of the company - its attributes, significance, rights and liabilities. The constitution of the company, its scope and consequences The methods, restrictions and difficulties associates with amending the constitution and the significance of separate Shareholders Agreements The internal structure and management of the company Minority protection and investigations. Financing the company: Share capital and its maintenance, and Loan capital. There are no prerequisites. WHAT WILL I BE EXPECTED TO ACHIEVE? On successful completion of this module, you will be expected to be able to: Knowledge and Understanding Evaluate the wider economic and commercial factors which underpin company law and dictate change. Solve problems in a broad and detailed manner and to reach justified conclusions or judgements on matters relating to company law. Appraise the connections between material covered in earlier modules and be able to apply it outside the areas in which they were first studied Argue the cause and effect of current problems, new insights, current research or advanced scholarship in the area being studied Skills Choose and apply primary and secondary legal materials using paper and electronic sources. Research independently information technology, including , the internet, information retrieval systems and word processing, material bearing on a defined problem. Analyse authorities, principles, policies and texts using a range of materials, with minimal advance guidance, on parts of the syllabus. Work independently and as part of a team, in a reflective manner, on a given legal issue. Generate ideas and solutions to complex and abstract problems Debate, argue and defend data and justify a chosen position. Values and Attitudes Defend the wider human, social and environmental implications, dilemmas and conflicts arising from various stakeholder interests in companies. Analyse ethical problems relevant to the ways in which companies conduct their business.

3 Argue the different historical, cultural, socio-economic and ethical constraints on policy and reform in relation to company regulation. HOW WILL I LEARN? This elective is taught by an integrated combination of weekly lectures and three workshops each of two duration. For the workshops, the cohort will be divided into randomly selected groups and will be two in length. For the first two workshops the groups will have tasks / problem questions on selected topics in company law to be completed in time for discussion and feedback within the designated time frame of the workshop. For the third and final workshop the groups each have to produce a draft document. The lectures will be broad-brush, scene-setting, issue awareness raising or over-view in format and content. The formative assessment will be a non-compulsory 500-word legal document supplementing the feedback you get during the workshops. Teaching component Teaching type Contact (scheduled) Self-directed study (independent) Placement Workshops Workshop Lectures Lecture Totals Total student learning WHAT TYPES OF ASSESSMENT AND FEEDBACK CAN I EXPECT? Assessments You will be assessed by a written group document, of 2500 words maximum. This will test your ability to identify relevant legal issues and through the scope of your research to address those issues using the correct legal terminology to produce a comprehensive legal document. There should be a self-reflective evaluation (no more than 500 words) of your contribution to the group exercise. This could include reflecting on the issues and implications surrounding the exercise topic; your motivation, research techniques and formulating a structured and comprehensive outcome. Both finalised documents to be submitted by 16:00 the day after the workshop. Assessment component Group Document (2500 words) with Reflective report (500 words). Assessment type Written assignment, including essay Weighting Minimum qualifying mark Pass/Fail? 100% 40% N/A

4 Assessment criteria Assessment Criteria are descriptions of the skills, knowledge or attributes you need to demonstrate in order to complete an assessment successfully and Grade-Related Criteria are descriptions of the skills, knowledge or attributes you need to demonstrate to achieve a certain grade or mark in an assessment. Assessment Criteria and Grade-Related Criteria for module assessments will be made available to you prior to an assessment taking place. More information will be available from the module leader. Feedback on assessment Following an assessment, you will be given your marks and feedback in line with the Assessment Regulations and Policy. More information on the timing and type of feedback that will be provided for each assessment will be available from the module leader. Assessment Regulations The Pass mark for the module is 40%. The Programme Specification contains information on what happens if you fail an assessment component or the module. INDICATIVE READING LIST Text book: Mayson, French and Ryan, Company Law, (OUP), 34 th ed Case book: Sealey, Cases and Materials in Company Law, (OUP), 11 th ed Statute books: Blackstone s Student Statutes on Company Law, (OUP, 21 st ed ). Recommended/additional reading: There are a large number of textbooks on the subject of Company Law. Most of them cover the same material and differ generally only in the way the material is presented and/or the degree of detail provided on each topic. Nevertheless, individual students do find that some texts and some authors are easier to read and comprehend than others. While it would serve no purpose to try to read all the texts listed below it may be that dipping into one or more of them may provide the student with a text that suits their attributes. The broader/easier texts which may provide useful pre-course in-sights are listed first below. The most useful pre-reading, however, is not of a whole book, but of the introductory and historical chapters at the beginning of any of the substantially sized textbooks: Dignam and Lowry, Company Law, (OUP), 11 ed Janet Dine and Marios Koutsias, Company Law, (Palgrave Macmillan), 8 th ed Paul Davies, Introduction to Company Law. (Sweet and Maxwell), 2 nd ed Davies P, Gower and Davies Principles of Modern Company law, (Sweet and Maxwell), 9 th ed Hannigan B, Company Law (OUP ), 4 th ed Hicks A and Goo SH, Cases and Materials on Company Law, (OUP), Morse G, Partnership Law (OUP), 8 th ed Ferran E, Principles of Corporate Finance, (OUP), 2008.

5 Version: 1.1 Version date: 24/01/2018 For use from: 2018/19 Appendix: see for the full list of JACS codes and descriptions CODES HESA Code Description Price Group 130 Law D JACS Code Description Percentage (%) M221 The study of the definition and application of business and commercial law. 100