Company Law (LAWS0260)

The module will examine the fundamental principles which underlie UK company law.

This is a basic foundational course in company law. It is suitable for students approaching UK company law for the first time, and assumes no prior knowledge on the part of students. Students who have done UK company law at the undergraduate level must not select this, and students with company law knowledge in another jurisdiction should carefully consider suitability

The module examines what goes on behind the nature of the company as a separate legal personality, exceptions to the corporate veil and core company law relations such as the division of powers between the Board and shareholders, the corporate constitution, basic tenets in corporate governance, the duties and liabilities of directors; shareholders’ rights and remedies; corporate transparency. Students seeking more advanced corporate law modules should look at other offerings in the Corporate Law specialist degree pathway. This module runs in terms one and two.

Module Aims

• to enable students to familiarize themselves with the core principles of company law
• to develop their critical faculties by evaluating the rules, policies, and principles of English company law; and
• to develop their analytical faculties by identifying and resolving legal issues relating to the operation of companies in terms of the relationship between the board of directors and the General Meeting
• to develop foundational understanding of the principles in corporate governance and transparency

Module syllabus

• Business vehicles in the UK
• Corporate Personality and transactional implications
• Organs of the Company
• The company’s constitution
• Foundations of corporate governance and theories
• Directors’ Duties
• Derivative actions and Minority Shareholder Remedies
• Corporate transparency

Recommended Materials

One or any of the following books:

• Pettet’s Company Law and Corporate Finance J. Lowry and A. Reisberg (Harlow, Longman, latest ed)
• Gower and Davies’ Principles of Modern Company Law (latest ed)
• Hannigan’s Company Law (Oxford: OUP, latest ed)
• L.S. Sealy and S. Worthington Cases and Materials in Company Law (Oxford, OUP latest edition)
• Lee Roach, Company Law (OUP 2019)

Note students should not seek to rely on any particular textbook nor are the lectures structured faithfully according to any particular textbook. These are references only and students are expected to consult primary law materials i.e. the Companies Act 2006 and case law and relevant journal articles where indicated in handouts to be set for each topic.

Key information