LW3CO-Company Law

Module Provider: School of Law
Number of credits: 20 [10 ECTS credits]
Level:6
Terms in which taught: Autumn / Spring term module
Pre-requisites:
Non-modular pre-requisites:
Co-requisites:
Modules excluded:
Current from: 2023/4

Module Convenor: Dr Bolanle Adebola
Email: b.adebola@reading.ac.uk

Type of module:

Summary module description:

This module aims to introduce students to the fundamental principles of company law in England and Wales, exploring key areas relating to the formation, structure, operation and activities of companies, and examining the regulation of companies. Students will engage deeply with case law, legislation and legal reform, and will consider the law from a range of perspectives including business needs and pressures, theoretical bases for corporate regulation, and policy considerations.

Aims:
This module aims to introduce students to the fundamental principles of company law in England and Wales, exploring key areas relating to the formation, structure, operation and activities of companies, and examining the regulation of companies. Students will engage deeply with case law, legislation and legal reform, and will consider the law from a range of perspectives including business needs and pressures, theoretical bases for corporate regulation, and policy considerations.

Assessable learning outcomes:

Students who pass this module will:

• be able to demonstrate knowledge of the formation and operation of companies in the UK


• be able to explain key principles underlying the UK system of company law


• acquire a critical understanding of regulatory policy as regards companies


• be able to apply precedents and statutory provisions to fact-based scenarios so as to reach clear and supportable conclusions.

Additional outcomes:

• This module will encourage the use of simple numeracy skills in problem solving.


• This module enhances a student’s ability to use technical and complex material.


• Students will be encouraged to develop their oral communication skills and the skill of legal writing.


• Students will further develop their analytical abilities.

Outline content:

• Creating companies: companies as a business enterprise; regulation of companies; incorporation


• Corporate personality: separate personality and ‘lifting the veil’


• The corporate constitution: the articles of association – interpretation, alteration, the statutory contract; shareholder agreements


• Ownership and control: shares and shareholders; directors; decision-making and the balance of power; corporate governance


• Directors’ duties: codification, shareholder primacy, general duties, specific duties, remedies and relief, introduction to wrongful trading and disqualification


• Minority shareholder remedies: rule in Foss v Harbottle; derivative claims, personal claims, just and equitable winding up; unfair prejudice


• Corporate liability: contracts, torts and crime

Brief description of teaching and learning methods:

Students will be set assigned reading material prior to attending lectures and will prepare for discussion in tutorials. The module requires robust participation in tutorials and requires a thorough understanding of the materials. There may be occasional participation from legal practitioners.  Some or all of the lectures may be delivered by video lectures, and there may be additional content delivered by video lectures.

Contact hours:

	Autumn	Spring	Summer
Lectures	20	4	1
Tutorials	3	2
Guided independent study:	77	93
Total hours by term	100	99	1
Total hours for module	200

Summative Assessment Methods:

Method	Percentage
Written exam	70
Written assignment including essay	30

Summative assessment- Examinations:
One two-hour examination paper. Three questions to be answered from a selection of questions.

Summative assessment- Coursework and in-class tests:
1 summative essay of not more than 5 pages formatted in accordance with the School of Law's Assessed Work Rules submitted in the Spring term

Formative assessment methods:
Students have the chance to submit a formative essay at the end of the Autumn Term, which will be marked and returned with feedback.

Penalties for late submission:

The Support Centres will apply the following penalties for work submitted late:

• where the piece of work is submitted after the original deadline (or any formally agreed extension to the deadline): 10% of the total marks available for that piece of work will be deducted from the mark for each working day (or part thereof) following the deadline up to a total of five working days;
• where the piece of work is submitted more than five working days after the original deadline (or any formally agreed extension to the deadline): a mark of zero will be recorded.

The University policy statement on penalties for late submission can be found at: https://www.reading.ac.uk/cqsd/-/media/project/functions/cqsd/documents/cqsd-old-site-documents/penaltiesforlatesubmission.pdf
You are strongly advised to ensure that coursework is submitted by the relevant deadline. You should note that it is advisable to submit work in an unfinished state rather than to fail to submit any work.

Assessment requirements for a pass:
40%.

Reassessment arrangements:

Resubmission of the essay in August.

See School Guide (Programme Assessment). Only a failed element need be re-taken; the mark for a passed element can be carried forward.

Additional Costs (specified where applicable):

1) Required text books: There are no mandatory textbooks, but students are strongly advised to purchase a statute book which may be taken into the examination.  They may wish to purchase a recommended textbook in addition to the statute book, but it is not compulsory to do so.

2) Specialist equipment or materials: 

3) Specialist clothing, footwear or headgear: 

4) Printing and binding: 

5) Computers and devices with a particular specification: 

6) Travel, accommodation and subsistence: 

Last updated: 26 February 2024