2021/22 Taught Postgraduate Module Catalogue

LAW5550M Corporate Law

15 creditsClass Size: 240

Module manager: Dr Colin Mackie
Email: C.Mackie@leeds.ac.uk

Taught: Semester 1 (Sep to Jan) View Timetable

Year running 2021/22

This module is not approved as an Elective

Module summary

The module will explore the legal nature of companies with an emphasis on the limited liability company and the separate personality of such companies. Following this the module will examine the constitution of companies and issues relating to contracting on behalf of the company. Then the principles of corporate governance and the roles of the general meeting and directors will be examined, with some emphasis on directors' duties. Finally, the module will examine the problems that shareholders might be confronted with during the life of a company and of what remedies they can avail themselves, with particular attention being given to the unfair prejudice ground in the Companies Act and will examine takeover regulation.

Objectives

On completion of this module, students should be able to:
- to provide an opportunity to learn about the main features of UK company law;
- to develop an understanding of the legal nature of a company, and the concepts of separate legal personality and limited liability;
- to study nature, format and effect of the constitution of the company;
- to consider the nature of share capital and various forms of share capital;
- to develop an understanding of the main principles of corporate governance, the roles of the general meeting and the directors;
- to examine directors' duties to the company;
- to consider the problems that may confront shareholders and what remedies might be available to them;
- to study the regulation of takeovers in the UK;
- to understand the similarities and differences between the UK and other jurisdictions where relevant;
- to develop an ability to apply principles and rules of corporate law so as to be able to solve problems;
- to improve the ability to deploy techniques of scholarship and research characteristic of a post-graduate course in law;
- to improve skills in verbal and written communication.

Learning outcomes
Students will be able to:
- to explain and analyse the legal nature of a company, and the concepts of separate legal personality and limited liability;
- to understand and describe the nature, format and effect of the constitution of the company;
- to discuss the nature of share capital and list the various forms of share capital;
- to explain the main principles of corporate governance, the roles of the general meeting and the directors;
- to understand and analyse directors' duties to the company;
- to describe and analyse the problems that may confront shareholders and what remedies might be available to them;
- to discuss and critique the regulation of takeovers in the UK;
- to understand the similarities and differences between the UK and other jurisdictions where relevant;
- to evaluate the law in the above areas and critically discuss proposals for reform.

Syllabus

The module will explore the legal nature of companies with an emphasis on the limited liability company and the separate personality of such companies. Following this the module will examine the constitution of companies. Then the principles of corporate governance and the roles of the general meeting and directors will be examined, directors' duties, including the duty of care and directors' duties to take account of creditor interests. The module will examine the problems that shareholders might be confronted with during the life of a company and of what remedies they can avail themselves, with particular attention given to the derivative action and the unfair prejudice (elsewhere termed the oppression) remedy. Finally it will examine takeover regulation.

Teaching methods

Private study hours			150.00
Total Contact hours			0.00
Total hours (100hr per 10 credits)			150.00

Private study

The School is committed to providing an excellent student education and experience. This will involve a variety of teaching methods and follow a blended learning model, including meaningful on-campus in-person teaching for all students. Further information regarding teaching delivery will follow.

Methods of assessment

Coursework

Assessment type	Notes	% of formal assessment
Essay	1 x 2,800 word essay	70.00
Written Work	1 x 1,200 written briefing document for partner	30.00
Total percentage (Assessment Coursework)		100.00

Normally resits will be assessed by the same methodology as the first attempt, unless otherwise stated

Reading list

The reading list is available from the Library website

Last updated: 02/09/2021 17:02:41

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