This summer we will offer a Company Law module.  From feedback from students and firms we believe that this is without question the most important module to offer and therefore it is the first to be developed. 

The module is being designed under the guidance of our lead academic consultant Professor John Lowry. Professor Lowry is the joint-author of five books on commercial law, is a contributing editor for Gore-Brown on Company Law, and is the Company Law Section Editor for the Journal of Business Law. He has practised in corporate litigation in Canada, and taught law in the USA, at Queen Mary’s Centre for Commercial Law Studies, and is currently Vice Dean of the Law School at UCL. In addition to being responsible for the overall design of the Company Law module he will be delivering lectures on his areas of specialised interest of Directors’ Fiduciary Obligations and Shareholder Remedies. 

Company Law deals with the formation and structure of companies, their day-to-day operation, continued regulation and the procedures required to deal with their assets upon termination. Within these parameters you will also consider the relative advantages and disadvantages of the:

• different types of business organisations
• degree to which limited liability protects shareholders
• rights and actions of shareholders
• duties owed by a director to the company
• accountability of directors and shareholders when the company is terminated.

Company Law is a challenging academic subject requiring the drawing together of a number of core disciplines. You will need to use your existing understanding of contract, equity, tort, statutory and common law interpretation, in addition to grasping new conceptual challenges such as separate corporate personality. It is therefore vital that students have a good understanding of these core areas before tackling this subject

Company Law is an essential area of study for any law student wishing to pursue a career in corporate law. The fundamental principles underlying this area of law will be of vital importance to a number of wide ranging fields of practice, including:

• Commercial Contracts
• Corporate Banking Litigation
• Corporate Compliance
• Corporate Finance
• Corporate Governance
• Corporate Investigations: Internal, Regulatory, Criminal
• Corporate Manslaughter
• Corporate Recovery
• Corporate Restructuring / Insolvency
• Corporate Tax
• Debt Capital Markets
• Enterprise Investment Schemes
• Equity Capital Markets
• Floatation
• Fraud
• General Company Advice
• Group Reorganisations
• Joint Ventures
• Mergers and Acquisitions
• Outsourcing
• Partnerships
• Private Equity
• Real Estate
• Venture Capital Trusts

In order to make the most out of the Company Law learning experience it is essential that you understand the context within which Company Law operates in England and Wales. This means keeping up to date with Company Law in practice. It is suggested that as a minimum, you should read the Financial Times on Saturdays for the duration of the module in order to help contextualise current Company Law issues in practice.

Part one: Introduction and formalities

• forms of business organisations available in England and Wales
• nature of legal personality and the importance of the decision in Salomon v Salomon
• legal personality and limited liability
• piercing the veil of incorporation 

Part two: Formation and constitution of the company

• constitution of the company and the formation of business vehicles
• contracting with insiders and outsiders
• promoters and pre-incorporation contracts

Part three: Shareholders

• relationship between the board and shareholders
• legal nature of shares and class rights
• unfair prejudice and just and equitable winding up
• derivative actions: from Foss v Harbottle to section 260

Part four: Directors’ duties

• codification of directors’ duties
• directors’ common law and fiduciary duties
• effect of a breach of duty
• ratification and removal from office

Part five: Corporate finance

• share capital and the difference equity finance regimes for public and private companies
• company listing regulations
• debt finance, fixed and floating charges

Part six: Corporate governance and corporate recovery

• UK corporate governance debate
• corporate recovery, restructuring and insolvency
• insider dealing, disqualification and wrongful trading

The Company Law syllabus comprises six parts and will be delivered using a combination of live and online lectures, online tutorials, face-to-face and online seminars, reading materials and multiple choice tests. 

As with the GDL modules, the Company Law module is divided into 18-20 topics. You will be expected to work through the topics at a rate of approximately 3 topics per week.

Although there will be some variation between topics, each topic will generally consist of:

• reading materials
• lectures
• tutorial activity
• multiple choice tests
• seminars
  
  

These resources will be available on the Virtual Leraning Environment in a Company Law module section. 

There will also be approximately 10 seminars of 1½ hours each.  This makes 15 hours of teaching time, similar to the GDL modules.

Reading materials

These will consist of a text book and a case book, cases, statutes and articles. These will be available online as well as in any of the BPP College Law Libraries.

Lectures

These will be available online.  A number of lectures (approximately 10) will also be delivered live in the lecture theatre at BPP Law School in London (Waterloo).  Attendance at these is optional, and will be spread throughout the programme. Dates can be found in the Module Guide.

Tutorial activity

Each topic will have a tutorial activity. After completing the reading students should follow the tutorial instructions and prepare the best answer that they can. Students should then work through the online versions of the tutorial to check their answer and understanding. These will be similar to the online tutorials currently available in a number of the GDL subjects. 

Additionally there will be discussion boards available each week and moderated by Company Law tutors every day. This means you can ask tutors questions whenever you need assistance, and you can also see the questions and answers of other students.

Multiple choice tests (MCT)

These will be available online.  Students should gradually work through all the MCTs provided, as 20% of the assessment will be based on MCTs.  The weekly MCTs will give you practice for the assessments.

Seminars

Students will be given work to prepare for each seminar e.g. reading and thinking about a list of questions, or preparing an advice for a problem scenario. The seminars will be run on an interactive basis. Students will be expected to have prepared and to be able to answer questions and participate in discussion. The seminars will be at least 1½ hours in length and will explore the tutorial topics in greater depth.

The seminars will be delivered in the lecture theatre during the seminar weeks, and online via discussion boards.

There will be a written paper of 2,000 words due in half way through the module.  A second written paper will be due in at the end of the module. These will be worth 40% each.

There will be a multiple choice test held half way though the module.  There will be a final multiple choice test at the end of the module. These will be worth 10% each.

This module will commence on 2nd June 2008.

The first seminar week will be the week commencing 23rd June 2008.

The second seminar week will be the week commencing 28th July 2008.

Seminar weeks will be held at BPP Law School, London (Waterloo), 137 Stamford Street, London SE1 9NN. Each seminar week will include approximately 12 hours of seminars and lectures and supervision meetings. Attendance is not compulsory and online equivalents will be available.

The final assessment will be due on 15th the August 2008. Please note the LPC and the BVC at BPP commences at the beginning of September 2008.