Module SXL-3121:
Partnerships and Company Law

Module Facts

Run by School of Law

20.000 Credits or 10.000 ECTS Credits

Semester 2

Organiser: Dr Ama Eyo

Overall aims and purpose

The module will develop in the students an understanding of the core legal principles that regulate business organisations.

The module considers the legal regulation of business organisations, concentrating on the law relating to partnerships (including limited liability partnerships) and companies. Students will explore the differences between companies and other types of business organisations and consider the formalities involved in establishing a registered company, the different types of registered companies, the law on company promoters and pre-incorporation contracts, and the company’s constitution. Students would also examine the idea of ‘the company’ in a broader social context by considering controversial issues including the consequences of wrongdoing by companies and the extent to which companies have responsibilities to society at large (corporate social responsibility), perspectives on corporate governance, director’s powers and duties, minority shareholder protection, raising and maintenance of company capital, corporate restructuring and company liquidation.

Course content

The module will allow students to explore the regulation of various business organisations, in particular:

  • Legal classifications of business organisations - Sole traders, Partnerships, and Companies and differences between them, including the advantages and disadvantages of different business forms ;
  • Partnership Law - Definition, creation and types of partnerships and applicable legislation; Types of Partners, their authority and duties; relationship between Partners; and relationship between Partners and Outsiders
  • Company Law - Advantages and disadvantages of incorporation;
  • Pre-incorporation contracts and promoters;
  • Incorporation requirements;
  • Consequences of incorporation - Limited Liability, Separate corporate personality and implications and the concept of lifting the “corporate veil”
  • The company’s constitution and variation of constitutional documents;
  • Corporate activities and liabilities for contracts, torts, and criminal activities;
  • Corporate Social Responsibility;
  • Corporate Governance;
  • Company Administration, including the role of Directors, Secretary, Auditors and Company meetings;
  • Directors – their duties and liability for breach;
  • Majority Rule and Minority Protection;
  • Corporate Finance and share capital issues;
  • Corporate Restructuring; and
  • Corporate failures – insolvency, liquidation and liability for improper trading

Assessment Criteria

threshold

(D- to D+) An answer which, while predominantly correct in its presentation of material, contains a significant level of error and is therefore not entirely reliable.

good

A comprehensive answer, containing all the material relevant to the question and no irrelevancy, all the material and references being accurate and correct, there being no inaccuracy or error, the whole presented in an argument which, while clear, logical and critical, leaves room for improvement in its construction and presentation. An answer which shows complete competence in the subject.

excellent

An outstanding, possibly brilliant, answer, containing all the material relevant to the question and no irrelevancy, all the material and references being accurate and correct, there being no inaccuracy or error, the whole presented in a clear, logical, critical argument with little room for improvement. An answer which demonstrates a complete mastery of the subject.

Learning outcomes

  1. Analyse and critically discuss the need for further legal reform in the light of the impact of the Companies Act 2006

  2. Identify and explain the essential rules relating to Partnerships (General and Limited Liability Partnerships), Registered Companies, the legal issues which arise in the day to day activities of business organisations, and provide advice or commentary relating to those issues

  3. Define and discuss the principal characteristics of small businesses and comment on the appropriateness of the company law structure for such business forms

  4. Critically evaluate the application of the key components of corporate personality including the potential of criminal liability

  5. Outline and evaluate the legal rules governing the company’s external relationship and its dealings with third parties

  6. Identify and critically discuss key issues in relation to the internal structure of a company, its management and control, and the legal restrictions and requirements placed on a company’s board of directors

  7. Identify and critically discuss key issues in relation to the internal structure of a company, its management and control, and the legal restrictions and requirements placed on a company’s board of directors

  8. Undertake independent research relating to comparative aspects of corporate governance including an assessment of the major difference between common law and civil law regulatory regimes

  9. Explain and comment on the statutory rules which regulate the raising and maintenance of a company’s share capital

  10. Demonstrate and show critical understanding of the issues relating to corporate takeovers and mergers, and have an understanding of the necessary procedures

  11. Distinguish and apply the different procedures by which a company may be wound up and explain the role and function of a liquidator

Assessment Methods

Type Name Description Weight
COURSEWORK Written assignment 40.00
EXAM Final examination 60.00

Teaching and Learning Strategy

Hours
Private study

Students will be given assigned reading and materials for private study throughout the duration of the course.

 156
Seminar

Tuition will be by means of weekly lectures for which students are expected to have prepared assigned reading including any such written work as shall be set from time to time.

 44

Transferable skills

  • Literacy - Proficiency in reading and writing through a variety of media
  • Computer Literacy - Proficiency in using a varied range of computer software
  • Self-Management - Able to work unsupervised in an efficient, punctual and structured manner. To examine the outcomes of tasks and events, and judge levels of quality and importance
  • Exploring - Able to investigate, research and consider alternatives
  • Information retrieval - Able to access different and multiple sources of information
  • Inter-personal - Able to question, actively listen, examine given answers and interact sensitevely with others
  • Critical analysis & Problem Solving - Able to deconstruct and analyse problems or complex situations. To find solutions to problems through analyses and exploration of all possibilities using appropriate methods, rescources and creativity.
  • Presentation - Able to clearly present information and explanations to an audience. Through the written or oral mode of communication accurately and concisely.
  • Teamwork - Able to constructively cooperate with others on a common task, and/or be part of a day-to-day working team
  • Argument - Able to put forward, debate and justify an opinion or a course of action, with an individual or in a wider group setting
  • Self-awareness & Reflectivity - Having an awareness of your own strengths, weaknesses, aims and objectives. Able to regularly review, evaluate and reflect upon the performance of yourself and others

Subject specific skills

  • Develop the ability to interpret legal rules and employ techniques of legal reasoning competently and efficiently in order to offer a range of solutions and conclusions to actual or hypothetical complex legal problems, all supported by relevant academic literature, jurisprudence and legislative research. Such solutions will be clearly communicated and presented
  • Develop the ability to analyse complex legal issues, set against the background of the political, social, economic or cultural contexts in which they may arise
  • Develop those skills which are necessary for scholarship and research in legal subjects, namely the ability to identify relevant primary and secondary legal sources and to retrieve accurate legal information using paper and electronic sources

Resources

Pre- and Co-requisite Modules

Courses including this module

Compulsory in courses:

Optional in courses: