This module seeks not only to familiarise students with the basic concepts and structure of modern company law, but also to provide them with a critical understanding of the nature and dynamics of modern capitalism and of the historical development of industrial organisation and the emergence of company law within it. In addition to a selection on modern company law, therefore, the module also traces the rise of the joint stock company in the nineteenth century and the emergence of company law in its wake. It moves on to trace the twentieth century rise of the modern multidivisional, multinational company and its impact on company law. In this context, it also considers the nature of the share and of shareholding, and the role of the Stock Market, and explores contemporary debates about corporate governance. Key aspects will include exploring the contractual relations between, on the one hand, the company and its agents and on the other hand, third parties who deal with the company, tracing the evolutionary changes from the Common Law to the modern predominantly statutory framework. It will also deal with aspects of corporate management and control, including directors' duties, shareholders’ rights and the increasingly important issues pertaining to market abuse and how the law seeks to deal with such practices. Students are encouraged to familiarise themselves with current issues in the commercial world by reading the financial pages of the newspapers, as reference will frequently be made to current events to facilitate the learning process. The module will address a range of inter-related questions: How well suited is modern company law to the regulation of the large modern corporation? What do shareholders do? What does the Stock Market do? In whose interests are modern corporations run? In whose interest should they be run? How do companies contract and, what are the relationships between the organs of the company?
Total Contact Hours: 38
Private Study Hours: 262
Total Study Hours: 300
All undergraduate Law courses.
Main assessment methods
Assessment pattern A
Coursework - Essay (3000 words) - 40%
Examination (3 hours) - 60%
Reassessment methods
Like-for-like.
A. Dignam & J. Lowry, Company Law, 9th ed (Oxford, 2016)
P.L. Davies and S. Worthington, Gower & Davies: Principles of Modern Company Law, 9th ed. (Sweet & Maxwell, 2012)
D. Kershaw, Company Law in Context: Text and Materials, 2nd ed (Oxford, 2012)
L. Sealy & S. Worthington, Cases and Materials in Company Law, 10th ed (Oxford, 2013)
J. E. Parkinson, Corporate Power and Responsibility: Issues in the Theory of Company Law (Oxford, Clarendon Press 1993)
L. E. Talbot, Critical Company Law (Routledge, 2008)
See the library reading list for this module (Canterbury)
The intended subject specific learning outcomes.
On successfully completing the module students will be able to:
1. Demonstrate an in-depth understanding of the core concepts and principles of modern British company law and in the beliefs and values underlying it.
2. Apply inter-disciplinary and critical understanding of the historical development of those core concepts and of the socio-economic forces that shaped them.
3. Communicate an appreciation of the policy debates currently surrounding the issue of corporate governance and a critical understanding of the relevance of those debates to contemporary company law.
4. Demonstrate the ability to apply their knowledge of company law to concrete situations; to identify the legal issues arising out of complex hypothetical problem situations; and to recognise and formulate the arguments that might be made by the parties concerned.
5. Apply an in-depth knowledge and understanding of the issues and debates surrounding the governance of the large public companies that dominate the economy.
6. Acquire a critical framework (built on previous study) within which to understand these issues
The intended generic learning outcomes.
On successfully completing the module students will be able to:
1. Critically evaluate an area of law both doctrinally and in terms of its socio-economic consequences.
2. Apply further research from a variety of sources informing a sustained and detailed argument.
3. Recognise potential alternative solutions to particular problems and make a reasoned choice between them.
4. Independently acquire knowledge and understanding in areas, both legal and non-legal, not previously studied.
5. Demonstrate an independence of mind and an ability to critically challenge received understandings and conclusions.
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