LW3CO-Company Law

Module Provider: School of Law
Number of credits: 20 [10 ECTS credits]
Level:6
Terms in which taught: Autumn / Spring term module
Pre-requisites:
Non-modular pre-requisites:
Co-requisites:
Modules excluded:
Current from: 2021/2

Module Convenor: Dr Folashade Adeyemo
Email: f.adeyemo@reading.ac.uk

Type of module:

Summary module description:

Aims:
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 governanc e

• 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

Brief description of teaching and learning methods:

Students will be set assigned reading material prior to attending lectures and will prepare for discussion in tutorials. The module requires robust participation in tutorials and requires a thorough understanding of the materials. There may be occasional participation from legal practitioners. ÌýSome or all of the lectures may be delivered by video lectures, and there may be additional content delivered by video lectures.