The University of Southampton
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LAWS3147 Company Law 1 – Structures and Players

Module Overview

This module addresses the business structure most commonly used in this jurisdiction, namely the registered company, and it explores the core relationships within a company which are between the directors and their shareholders. The module examines the role and responsibilities of directors tasked with managing the business and the ability of shareholders to hold them to account and the problems when shareholders fall out.

Aims and Objectives

Module Aims

The overall aim of the module is to provide you with knowledge and critical understanding of Company Law issues relating to directors and shareholders as the main players within a company. The module 1. gives you the opportunity to explore and understand the nature of the registered company, to examine and appreciate the centralised management structure within a company which divides power between directors and shareholders. 2. provides you with exposure to legal principles derived from a variety of legal instruments including statutes, cases, and European materials when relevant. 3. enables you to develop your skills of legal analysis in Company Law. 4. permits you to participate in oral discussions and present arguments coherently.

Learning Outcomes

Knowledge and Understanding

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

  • the role played by corporate personality and the division of power between directors and shareholders; the structure of company boards, the general duties of directors and liability for breach of those duties; together with the remedies available to shareholders when disputes break out within the company.
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 and make constructive criticism;
  • critically evaluate legal materials by way of statutory interpretation, case analysis and review of journal articles;
  • communicate effectively knowledge of issues of company law and present reasoned arguments coherently.
  • evaluate legal materials and effectively apply them to practical corporate problems;
Transferable and Generic Skills

Having successfully completed this module you will be able to:

  • analyse and interpret complex statutory material and case material;
  • develop and present written arguments supported by appropriate evidence demonstrating an appreciation of academic integrity

Syllabus

1. Corporate personality – meaning and consequences of having corporate personality; 2. Structure of boards, appointing and removing directors; 3. The distribution of power between the board and the shareholders; 4. The general duties of directors; honesty, loyalty, and care and skill; 5. Directors’ liabilities for breach of duty – recovery of gains and losses; 6. Holding directors to account - derivative actions by shareholders; 7. Disputes between shareholders – relief from unfairly prejudicial conduct.

Learning and Teaching

Teaching and learning methods

Teaching methods include • Lectures with an emphasis on participation by you in open-textured discussion. • Small group tutorial work focused on problem solving skills. • Advance reading is required for the tutorials and active participation is 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; • Participation in oral discussions and presenting arguments coherently.

TypeHours
Revision48.5
Lecture20
Completion of assessment task1.5
Tutorial10
Preparation for scheduled sessions70
Total study time150

Resources & Reading list

Sealy and Worthington (2016). Cases and Materials on Company Law. 

Gower & Davies (2016). Principles of Modern Company Law. 

Hannigan, B. (2015). Company Law. 

Assessment

Formative

Essay or problem question

Summative

MethodPercentage contribution
Examination  (2 hours) 100%

Repeat

MethodPercentage contribution
Examination  (2 hours) 100%

Referral

MethodPercentage contribution
Examination  (2 hours) 100%

Repeat Information

Repeat type: Internal & External

Costs

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:

Books and Stationery equipment

Recommended texts for this module may be available in limited supply in the University Library and you may wish to purchase the core/ recommended text as appropriate. Textbooks typically cost in the region of £40; likewise for a casebook, so if you were to purchase both, then £80, but many students read cases via the electronic resources and purchase only a textbook. These books are also used for the Company 2 module. Hannigan, Company Law (4th edn, 2015, OUP) £34.99. Gower & Davies, Principles of Modern Company Law (19th edn, 2016). Sealy and Worthington, Cases and Materials on Company Law (11th edn, 2016) £36.99

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 www.calendar.soton.ac.uk.

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