2023/24 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 2023/24

This module is not approved as an Elective

Module summary

This module provides students with an introduction to the law governing the creation, operation and management of limited companies in the United Kingdom and their relationships with other legal persons. It covers topics including the legal nature of the company, shareholder liability, the corporate constitution, debt and equity finance, directors’ duties, shareholder remedies and takeovers and mergers.Students will examine central issues in UK corporate law from both a theoretical and practical perspective. Indeed, the practical application of the law to complex legal scenarios is a key focus in the module, with students provided with the opportunity in each seminar to provide legal advice to clients on hypothetical factual scenarios containing important questions of corporate law. This is a skill that is fostered throughout the course of the module, culminating in the submission of a briefing document for a partner in a hypothetical law firm. The goal is to equip our students with the skills and confidence to articulate legal advice accurately and concisely, with an awareness of the commercial issues facing their clients. Working within groups also fosters team-working skills and inter-cultural awareness amongst a highly international cohort of students.Corporate Law is a ‘flagship’ module, meaning that the teaching team benefited from the assistance of learning technologists to build a truly ‘hybrid’ learning journey, combining online materials with face-to-face teaching. For each topic, a series of ‘steps’ are carefully set out to best equip students to both enjoy the classroom experience and obtain the greatest benefit from it. It is our experience that students benefit immensely from this approach. These steps include videos, guided reading, multiple choice questions and online collaborative exercises where students are asked to reflect on some of the most pressing issues facing practitioners and legal academics.This module will be invaluable to those students that may wish to provide legal advice to limited companies based in the UK or to companies based abroad but who may interact or trade with UK-based limited companies.

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
On completion of this module, students should be able to:

(i) Describe the main features of the limited company in the United Kingdom.
(ii) Recognise how corporate law and governance mechanisms facilitate economic activity.
(iii) Apply the applicable law to complex factual scenarios raising fundamental questions of corporate law.
(iv) Identify problems generated by the limited company and evaluate how corporate law can respond to these.
(v) Illustrate the importance of the distribution of decision-making power within the limited company and the role of corporate law in facilitating this.
(vi) identify central issues in corporate law, evaluate the associated academic literature and construct a scholarly argument.

Syllabus

Topic 1: Introduction to Corporate Law
Topic 2: Shareholder Liability
Topic 3: The Constitution
Topic 4: Debt and Equity Capital
Topic 5: The Appointment, Classification and Removal of Directors
Topic 6: Directors' Duties
Topic 7: Shareholder Remedies
Topic 8: Takeovers & Mergers

Teaching methods

Delivery type	Number	Length hours	Student hours
On-line Learning	4	1.00	4.00
Workshop	8	2.00	16.00
Private study hours			130.00
Total Contact hours			20.00
Total hours (100hr per 10 credits)			150.00

Private study

The online learning element is broken down into 15 minute tasks, there will be 16 x 15 minute tasks overall.

Opportunities for Formative Feedback

A formative assessment opportunity will be provided.

Methods of assessment

Coursework

Assessment type	Notes	% of formal assessment
Assignment	1 x 1,500 word Partner Brief Assessment	50.00
Assignment	1 x 1,500 word Partner Brief Assessment	50.00
Total percentage (Assessment Coursework)		100.00

Students must attempt both components of assessment and attain an overall grade of 50% or more to pass the module. Should a student fail one of the components (i.e., attain a grade of 49% or less for it) then they will not be required to re-sit it provided that they have attained a grade of 50% or more when their weighted scores in both components are added together.

Reading list

The reading list is available from the Library website

Last updated: 14/09/2023 12:56:42

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