Company Law and Corporate Governance

Course Description

Company Law is considered one of the most important concepts in English law; and is the foundation of the business economy. You will develop a sound knowledge of the substantive and procedural aspects of company law with a practical understanding of the legal aspects of setting up and running private limited companies, concepts of insolvency and liquidation and the role of corporate governance in the management of companies. This unit will provide you with an appreciation of business organisations; offering a solid foundation for those wishing to progress to professional qualification courses and key transferable skills essential for employment.

Course Objectives

Company Law is considered one of the most important concepts in English law; and is the foundation of the business economy. You will develop a sound knowledge of the substantive and procedural aspects of company law with a practical understanding of the legal aspects of setting up and running private limited companies, concepts of insolvency and liquidation and the role of corporate governance in the management of companies. This unit will provide you with an appreciation of business organisations; offering a solid foundation for those wishing to progress to professional qualification courses and key transferable skills essential for employment.

Key Topics

1. LO1: Understand the general principles of formation of a company in UK law.
2. LO2: Understand the role of corporate governance in the management of companies.
3. LO3: Understand the concepts of insolvency and liquidation.

Course Outline

Learning Outcomes

1. LO1 Understand the general principles of formation of a company in UK law.
2. 1.1 Define types of companies.
3. 1.2 Demonstrate an understanding between limited companies and other types of business.
4. 1.3 Show understanding of limited liability and situations where the courts 'lift the veil'.
5. 1.4 Define Articles of Association.
6. 1.5 Define Articles of Memorandum.
7. LO2 Understand the role of corporate governance in the management of companies.
8. 2.1 Demonstrate understanding of corporate governance.
9. 2.2 Demonstrate understanding of control.
10. 2.3 Define duties of various stakeholders.
11. 2.4 Define shares and shareholders.
12. 2.5 Explain the process of and restrictions on the transfer and transmission of unlisted shares.
13. 2.6 Explain the concept of and the restrictions on insider dealing.
14. 2.7 Explain how a company deals with the outside world.
15. LO3 Understand the concepts of insolvency and liquidation.
16. 3.1 Explain the company voluntary arrangement (CVA).
17. 3.2 Analyse the differences between receivership, administrative receivership and administration, and the standalone moratorium scheme.
18. 3.3 Explain the term 'winding up'.
19. 3.4 Analyse the avoidance provisions and potential liability of company officers.
20. 3.5 Analyse a given situation based on an understanding of insolvency and liquidation.
21. 3.6 Evaluate a given issue or situation to predict probable legal implications.