Business Students in Year 2 & Year 3
The rule in Salomon v A Salomon & Co Ltd has been described as one of the corner stones of English Company Law, Discuss the rationale and impact of the decisions on
company law. (Maximum words 2,400)
Company and Partnership Law 2014-2015
Assignment Title: Business Students in Year 2 & Year 3
The rule in Salomon v A Salomon & Co Ltd has been described as one of the corner stones of English Company Law, Discuss the rationale and impact of the decisions on
company law. (Maximum words 2,400)
The module Brief Description/ Summary
The module will outline the law relating to business organisations, in particular the law relating to partnerships (including limited liability partnerships) and
different types of registered companies, company promoters and pre-incorporation contracts, corporate social responsibility, corporate personality, director’s powers
and duties, minority shareholder protection, liquidation and international perspectives on corporate regulation and governance.
Subject –specific skills
At the conclusion of this module, students will be able to:
• Understand the key features and main issues in choosing between different forms of business organisations;
• Outline the essential rules relating to Partnerships and Limited Liability Partnerships;
• Describe the historical development of company law and identify the characteristics of the registered company;
• Analyse the different types of companies, especially public and private companies;
• Explain and illustrate the nature and effect of corporate personality including the potential of criminal liability;
• Recognise instances when corporate personality will be ignored (lifting of the corporate veil);
• Explain the role and duties of company promoters;
• Explain the effect for pre-incorporation contracts on the company and on a person purporting to contract on behalf of the Company:
• Explain the concept of corporate governance and the extra-legal codes and legal regulation of corporate governance;
• Explain the internal structure of a company, its management and control, and the legal restrictions and requirements placed on a company’s board of directors;
• Explain the appointment, duties and powers of company secretaries and auditors and distinguish between the types of meetings and detail the procedure for
conducting meetings
• Explain the statutory rules regulating the raising and maintenance of a company’s share capital;
• Identify the issues relating to corporate mergers and have an understanding of the necessary procedures;
• Distinguish between the different procedures by which a company may be wound up and explain the role and function of a liquidator.
• Discuss potential criminal activity in the operation, management and winding up of companies;
• Distinguish between fraudulent and wrongful trading.
Bibliography.
Core Text Book.
Griffiths, A (Compilation) (2013) Company Law, Pearson.
This book has been compiled from various texts in order to provide you with one source that covers the all the course namely Partnership Law and Company Law. This is
not to suggest that other texts should not also be purchased because some have particular advantages.
Students are recommended to purchase EITHER:
• N. Bourne, Bourne on Company Law, 6th ed., Routledge, 2013
• Dignam, & Lowry, Company Law, Oxford Core Text, 2009
• Davies, Gower & Davies Principles of modern company law, 8th edn, Sweet & Maxwell, 2012
• Dignam, & Lowry, Company Law, Oxford, 2010
• Dine, & Koutsias, Company law, Palgrave, 7th ed., 2009
• French, Mayson & Ryan, Company Law, Oxford, 2010
• Girvin, et al, Charlesworth’s Company law, Sweet & Maxwell, 2010
• Hannigan, Company Law, Oxford, 2009
• Hudson, Understanding Company Law, Routledge, 2012
• Lowry and Reisberg: Pettet’s Company Law: Company Law & Corporate Finance , 4th edn, Pearson, 2012
• Kershaw, Company Law in Context, Oxford, 2011
• McLaughlin, Unlocking Company Law, Hodder Education, 2009
• Pettet, Company & Capital Markets Law, Pearson, 2012,
• Wild and Weinsten, Smith and Keenan’s Company Law, Pearson, 2011
Corporate Governance Texts (Basic)
• Mallin, Corporate Governance, Oxford University Press, 2007
• Tricker, Corporate Governance, Oxford, 2012
Partnership
Morse, G, Partnership Law (7th. Revised edn, 2010, Oxford University Press)
Case books
• Hicks, A & Goo, S.H. (2008) Cases and Materials on Company Law (6th ed.,Oxford University Press)
• L.S. Sealy (2010) Cases and Materials on Company Law (8th ed.,) Oxford University Press)
Statute Books
• Griffiths. (2013/2014) Statutes On Company Law, Pearson.
• Blackstone’s Statutes, Company Law 2013/2014
• Moore, Company Law Statutes 2013-2014
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