Company Law Is Fundamental to Commercial Activity

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Module Information

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Company law is fundamental to commercial activity and to the operation of the economy and society, not only in the UK but across the world. Small companies tend to be the most common vehicle used by businesses in the UK. Large companies, for good or for bad, dominate the world economy. Company law is fundamental to legal practice, not just for company law specialists and commercial lawyers but for general legal practice.

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On completion of the module, you should be able to understand and discuss the main features of company law. Company law is a large area of law and the module focusses on the central issues, as reflected in the module topics below. Across these various topics, you should be able to understand the ways in which company law balances the interests of the different classes of people affected by the working of the company, in particular shareholders, directors and outsiders, and you should be familiar with some of the controversies on these issues.

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There will be 36 lectures over two semesters and eight tutorials (four in each semester). The lectures will cover the topics in the module and provide a foundation for your preparation for the tutorial questions. Tutorials are intended for discussion and are not mini-lectures. There will be recommended reading and pre-set questions for each tutorial. To get the most out of tutorials it is crucial to prepare thoroughly beforehand.

If you are referred to statutory provisions for a tutorial, please make sure you have a copy of the provisions to hand in the tutorial.

The lecture and tutorial materials will be available on Blackboard. A recording of the lecture will be available after the lecture.

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The module is assessed in two parts. There will be, first, a 2500 word written essay (worth 25% of the overall mark), due in January 2019, on a day to be announced. Secondly, there will be a three-hour end of year exam (worth 75% of the overall mark). No books can be brought into the exam, but you will be provided with an unmarked set of statutory materials.

There will also be an optional 1000 word practice essay during Semester 1.

Occasional or Erasmus students taking the module for semester 1 only will be set a separate assignment.

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The module topics are as follows. There will be a tutorial for each topic apart from the last one.

• Introduction, and corporate personality and limited liability

• The constitution and shareholders’ powers

• Directors’ duties (1)

• Director’s duties (2)

• Minority shareholder protection (1): the derivative action

• Minority shareholder protection (2): unfair prejudice

• Agency and company capacity

• Corporate finance

• Alternative business structures

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Lecturers have office hours during which they are available to see students. The office hours will be stated on their office door and/or on Blackboard. The module convenor is Peter Jaffey.

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Textbooks

You are recommended to buy the following book as the course text.

A. Dignam and J. Lowry, Company Law (10th ed, OUP, 2018)

The following is a good alternative:

D. French, S. Mayson and C. Ryan, Mayson, French and Ryan Company Law (35th ed, OUP, 2018).

There are many other good company law books, including the following:

• B. Hannigan, Company Law, (5th ed, OUP, 2018).
• P. Davies and S. Worthington, Gower & Davies Modern Company Law (10th ed, Sweet and Maxwell, 2016)
• L. Sealy and S. Worthington, Cases and Materials on Company Law (11th ed, OUP, 2016)
• N. Bourne, Bourne on Company Law, (7th ed., Routledge, 2016)
• C. Wild and S. Weinstein, Smith and Keenan’s Company Law, (17th ed., Pearson, 2016)
• D. Kershaw, Company Law in Context: Text and Materials (2nd ed, OUP, 2012)
• G. Morse, Partnership and LLP Law (8th ed., OUP, 2015)
• L. Gullifer and J. Payne, Corporate Finance Law: Principles and Policy (2nd ed., Hart 2015)
• R. Kraakman et al, The Anatomy of Corporate Law: A Comparative and Functional Approach (3rd edn, OUP, 2017)
• L.E. Talbot, Critical Company Law (2nd ed., Routledge, 2015)

These and other textbooks are available in the library, along with many specialist works on particular aspects of the course.