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The University of Southampton

LAWS3057 Company Law

Module Overview

This course covers the material typically addressed in an undergraduate Company Law Course and addresses the framework of company law, the corporate entity, the corporate constitution, corporate governance issues including the directors' role, duties and responsibilities, as well as shareholder remedies, the protection of creditors and directors liabilities on insolvency.

Aims and Objectives

Learning Outcomes

Knowledge and Understanding

Having successfully completed this module, you will be able to demonstrate knowledge and understanding of:

  • the concept of the separate legal personality of a company, and you will be able to consider critically the legal issues presented by corporate and personal liability with respect to torts and crimes carried out by a company;
  • the constitutional structure of a company, and you will be able to explain the contractual basis of the relationship between shareholders and the company and appreciate the division of power between directors and shareholders; you will be able to understand the structure and composition of company boards, and you will be able to understand the general duties of directors and to assess the scope of their authority, and you will be able to rigorously evaluate their fiduciary duties, and comprehend the scope of their common law duties of care and skill;
  • the basic share capital structures commonly adopted by companies; and you will be able to explain the concept of maintenance of capital and to understand the role it plays in the protection of creditors especially in the context of distributions to shareholders; and you will be able to assess the merit of the Second Company Law Directive in this context;
  • the basic structure of loan capital and the need for security; and you will be able to evaluate the distinct merits of fixed and floating charges; and to appreciate the role of the administrative receiver and to understand the reforms which have brought administrators to the fore instead;
  • the basic aims and nature of insolvency regimes; especially administration and liquidation; and you will be able to explain the shift from asset distribution to corporate rescue in recent years; and to understand and state the consequences of this shift for creditors, especially banks with floating charges; and you will understand and be able to state the possible liabilities of directors in the event of insolvency.
Subject Specific Intellectual and Research Skills

Having successfully completed this module you will be able to:

  • analyse legal materials, identify key legal principles and issues and, where appropriate, make constructive criticism;
  • critically evaluate legal materials by way of statutory interpretation, case analysis, review of journal articles and consideration of reform reports from bodies such as BERR and the Company Law Review;
  • critically assesses the strengths and weakness of law reform as developed by the Company Law Review and reflected in the Companies Act 2006;
  • communicate effectively knowledge of issues of company law and present reasoned arguments coherently.
Transferable and Generic Skills

Having successfully completed this module you will be able to:

  • analyse and interpret complex statutory material;
  • analyse and interpret complex case material;
  • evaluate legal materials and effectively apply them to practical corporate problems;
  • develop and present written arguments supported by appropriate evidence.


Module Content The module is structured and divided into the following sections which also indicate the content of each section. Part I INTRODUCTION -THE CORPORATE ENTITY 1. Introductory Material 2. Corporate Personality CONSTITUTIONAL ISSUES 3. The Articles of Association Part II CORPORATE GOVERNANCE DIRECTORS' ROLE, DUTIES AND RESPONSIBILITIES 4. Directors generally 5. A Statutory Statement of Directors' Duties 6. Distribution of power within the company 7. The General Duties of Directors 8. Directors' Liabilities for Breach of Duty SHAREHOLDER REMEDIES 9. Remedies - the unfairly prejudicial remedy 10. Derivative actions Part III THE PROTECTION OF CREDITORS 11. Share Capital and the Doctrine of Capital Maintenance 12. Loan capital, Company charges CORPORATE INSOLVENCY REGIMES 13. Corporate Rescue 14. Corporate Liquidation 15. Possible Liabilities of Directors on Insolvency

Learning and Teaching

Teaching and learning methods

Teaching methods include: - Lectures with an emphasis on participation by the students in open-textured discussion. - Small group tutorial work focused on problem solving skills. - Advance reading is required for the tutorials and active participation required by all members of the group. Learning activities include: - Directed reading assisted by reading lists and availability of materials on Blackboard - Accessing electronic resources in the form of legislation, journals and case materials; - Reviewing complex statutory material; - Maintaining overview of ongoing developments through daily business media such as the Financial Times.

Wider reading or practice19.5
Completion of assessment task3.5
Follow-up work30
Preparation for scheduled sessions100
Total study time300

Resources & Reading list

Sealy and Worthington (2013). Cases and Materials on Company Law. 

Gower & Davies (2012). Principles of Modern Company Law. 

Hannigan (2015). Company Law. 





MethodPercentage contribution
Coursework 100%


MethodPercentage contribution
Written assessment 100%


MethodPercentage contribution
Written assessment 100%

Repeat Information

Repeat type: Internal & External


Costs associated with this module

Students are responsible for meeting the cost of essential textbooks, and of producing such essays, assignments, laboratory reports and dissertations as are required to fulfil the academic requirements for each programme of study.

In addition to this, students registered for this module typically also have to pay for:


Recommended texts for this module may be available in limited supply in the University Library and students may wish to purchase the mandatory/additional reading text as appropriate.

Please also ensure you read the section on additional costs in the University’s Fees, Charges and Expenses Regulations in the University Calendar available at

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