LW3CO-Company Law

Module Provider: School of Law
Number of credits: 20 [10 ECTS credits]
Terms in which taught: Autumn / Spring term module
Non-modular pre-requisites:
Modules excluded:
Module version for: 2016/7

Module Convenor: Dr Laura Bennett

Email: l.j.bennett@reading.ac.uk

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.

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, and introduction to corporate social responsibility

Brief description of teaching and learning methods:
Students will be set assigned reading material prior to attending lectures and will prepare for discussion in seminars. The module requires robust participation in seminars and requires a thorough understanding of the materials. There may be occasional participation from legal and financial experts.

Contact hours:
  Autumn Spring Summer
Lectures 20 4 1
Seminars 3 2
Guided independent study 77 93
Total hours by term 100.00 99.00 1.00
Total hours for module 200.00

Summative Assessment Methods:
Method Percentage
Written exam 70
Written assignment including essay 30

Other information on summative assessment:
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:

Penalties for late submission on this module are in accordance with the University policy.

You are strongly advised to ensure that coursework is submitted by the relevant deadine. You should note that it is advisable to submit work in an unfinished state rather than to fail to submit any work.
(Please refer to the Undergraduate Guide to Assessment for further information: http://www.reading.ac.uk/internal/exams/student/exa-guideUG.aspx)

The Module Convenor will apply the following penalties for work submitted late, in accordance with the University policy.
  • where the piece of work is submitted up to one calendar week after the original deadline (or any formally agreed extension to the deadline): 10% of the total marks available for the 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: http://www.reading.ac.uk/web/FILES/qualitysupport/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.

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

    Requirements for a pass:

    Reassessment arrangements:
    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:
    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: 21 December 2016

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