Business and Company Law

Module Title	Business and Company Law
Module Code	24-4902-00L
Semester of Delivery	See Module Information Table
Mandatory/Elective/Option	See Module Information Table
Level	4
Credit Points	20
Assessment Mode Weighting	Coursework Essay	50%
	Examination	50%
Pre-requisites	None
Co-requisites	None
Breakdown of Student Learning Hours by Type	SLT 60 DIL 130
Module Leader	James Marson
	Sheffield Business School
Module Banding	A
Approval Status	This module replaces previously validated Sheffield Business School module. Date of this version: July 2004

 

1 MODULE RATIONALE

This module will help students to understand how the law regulates businesses and how problems and issues arise in the business environment. The module will be of interest to any student considering a career in business, financial management or accountancy.

The module covers fundamental elements of the English legal system. It uses professional negligence as the vehicle for demonstrating the elements of tort. It analyses the essential requirements for establishing a simple contract, how that contract may be performed and the remedies available in the event that a contract is breached.

The major part of the module is devoted to company law. The module looks at the various forms of business organisation, concentrating on the limited liability Company and the rules relating to company formation, finance and management.

The module aims to provide a subject coverage that will enable the successful student to claim an exemption from the law paper of the accountancy bodies.

2 MODULE SUMMARY OF AIMS

1. To provide students with a grounding in basic legal principles.

2. To develop an awareness of different legal frameworks for business organisations.

3. To enable students to apply legal knowledge to business problems.

4. To encourage students to communicate effectively.

3 MODULE ANTICIPATED LEARNING OUTCOMES

On completion of the module, students should be able to:

1. Explain the fundamental aspects of the organisation and operation of the English legal system.

2. Explain the elements of the tort of negligence and the manner in which the tort impacts on professional negligence.

3. Identify and apply the tort of vicarious liability and how it relates to employer's duties and responsibilities.

4. Identify and explain the essential characteristics of a simple contract; what is regarded as adequate performance of the contract and the remedies available to the innocent party in the event of a breach.

5. Understand the nature of the UK's membership of the European Union; how this has affected Parliament and the judiciary; and the methods of enforcing EU rights at domestic and European levels.

6. Apply the tests established under common law to identify different types of worker recognised in the English legal system; how the characteristics of the different types of employment contract affect employment rights; and explain the responsibilities and rights of workers and employers in situations of dismissals.

7. Explain the fundamental concepts and principles of company law, along with effective identification of the different types of incorporated and unincorporated organisations.

8. Explain the nature of a company and the rules concerning company formation, operation and financing.

9. Identify and explain the role of directors, managers, shareholders and the rules governing their conduct.

4 MODULE LEARNING AND TEACHING STRATEGY AND METHODS, INCLUDING RESOURCES

The module will be delivered using a combination of lectures and seminars. The lectures will be used to provide the necessary underpinning for the investigation of specific examples of legal problems. The seminar sessions will be used to examine and analyse the function of the legal rules and to evaluate their effectiveness

5 MODULE ASSESSMENT AND FEEDBACK STRATEGY AND METHODS

The assessment strategy will be via a combination of a coursework essay pf 2000 words (weighted 50%) and a two-hour time constrained examination (weighted 50%). Feedback on the assignment will be a key element of the learning process; it will be provided in the following ways.

1. Students will be given an individual feedback sheet. The format of this sheet will be available beforehand setting out the assessment criteria that will be applied.

2. Oral feedback at the class session will reinforce learning related to the overall issues raised by the assignment.

6 MODULE SPECIFIC ASSESSMENT CRITERIA

The assessment grid (below) indicates the criteria which will be tested in covering the learning outcomes of the module. The grid also indicates the criteria to be used to establish a pass in this module.

7 INDICATIVE CONTENTS, READING LIST AND RESOURCES

The English legal system

• The sources of English law
  
• The system of judicial precedent
  
• The essential elements of the tort of negligence
  
• The liability of professionals in respect of negligent advice

Contractual Obligations

• The essential elements of a valid contract, including differences between agreements and contracts
  
• The legal status of statements made during contractual negotiations; implied and express terms; exclusion clauses and unfair terms; standard form contracts and modern forms of communication
  
• The meaning and importance of consideration
  
• The level of performance sufficient to discharge contractual obligations; valid reasons for non-performance
  
• Remedies; causation and remoteness of damage; quantification of damages

Employment Law

• The tests of employment; self-employment
  
• Express and implied terms in an employment contract
  
• Unfair and wrongful dismissal
  
• An outline of the main rules on health and safety at work

Company formation

• The essential differences in the various forms of business entity
  
• Corporate personality and its legal consequences; "lifting the veil"
  
• Registering a company; purpose and content of memorandum and articles of association
  
• The ability of a company to contract

Corporate administration

• The basic rules relating to company meetings, both board and general shareholder meetings
  
• Annual and extraordinary meetings
  
• Company resolutions and the uses of each type of resolution

Corporate finance

• The rights attaching to various types of share
  
• The purpose for which shares are used
  
• The maintenance of capital principle; the ability of a company to purchase its own shares
  
• The rules for the reduction and increase of share capital

Corporate management

• The appointment, retirement and removal of directors
  
• Directors' powers and duties
  
• Fraudulent and wrongful trading
  
• The division of powers between the board and the shareholders
  
• The rights of majority and minority shareholders

Indicative reading

Each year the Module Guide will contain a revised list of indicative texts and websites which are suitable to support the learner.

D Smith, Company Law, [1999], Butterworth Heinemann

Learning Outcome	Assessment Criterion	Level descriptors
		Fail	Pass	2.2	2.1	First
Outcome 1	Course work & examination	Little or no explanation offered	A brief attempt to provide an explanation	A range of possible explanations offered	Fuller range of reasons, covering the whole of the legal environment	Full rationale with evidence supporting the explanation offered
Out come 2	Course work & examination	Too many factual errors, omissions and/or misunderstandings	Shows a bare understanding of the issues	Shows a grasp of basic ideas and issues	Well informed and demonstrates sound understanding	Very well informed and demonstrates deep understanding
Outcome 3	Course work & examination	Too many factual errors, omissions and/or misunderstandings	Shows a bare understanding of the issues	Shows a grasp of basic ideas and issues	Well informed and demonstrates sound understanding	Very well informed and demonstrates deep understanding
Outcome 4	Course work & examination	Too much irrelevant, repetitive and tangential material	Some irrelevant repetitive material	Some material repeated/overused	Most material relevant to the subject	All material relevant to the subject
Outcome 5	Examination	Little or no discussion	Explanation of only a few of the issues	Description of all the issues	Assessment of how the actual issues compare with the theoretical issues	Detailed assessment of the actual and theoretical roles, comparing and contrasting
Outcome 6	Examination	Little or no discussion	Explanation of only a few of the issues	Description of all the issues	Assessment of the case law and statute and appreciation of the evolution of the law	Detailed assessment of the law, full reference to the legal sources and analysis beyond description.
Outcome 7	Examination	Little or no discussion	Explanation of only a few of the issues	Description of all the issues	Assessment of how the actual issues compare with the theoretical issues	Detailed assessment of the actual and theoretical roles, comparing and contrasting
Outcome 8	Examination	Little or no discussion	Explanation of only a few of the issues	Description of all the issues	Assessment of the sources of law, their rationale and implications.	Detailed assessment of the law, with full reference to the Companies Act and other statutes.
Outcome 9	Examination	Little or no discussion	Explanation of only a few of the issues	Description of all the issues	Assessment of the sources of law, their rationale and implications.	Detailed assessment of the law, with full reference to the Companies Act and other statutes.