Business Organisations


This module deals with the law relating to companies and partnerships.


To identify and examine the principles of Scots commercial law in relation to partnership and corporate law

Learning Outcomes

By the end of this module the student should be able to:

1.  Formulate structured and referenced written responses which evaluate conflicting issues to defined corporate law issues

2.  Evaluate partnership, companies and other business vehicles, and critically assess the factors influencing the choice of business organisation;

3.  Critically assess the principles of formation, operation and termination of corporate bodies

4.  Demonstrate skills of analysis and synthesis applying legal principles to provide solutions to defined problems in the area of partnership and corporate law corporate law

Indicative Content

1 1. The Law of Partnership

Definition, relationship between partners and between partners and third parties, limited partners, limited liability partnerships.

2 2. Incorporation

Organisation of business in the UK, registration, promoters, separate legal personality, piercing the veil, minority protection.

3 3.Company Officers

Directors, role, and duties; auditors, role and duties; company secretary, role and duties.

4 4. Shares and share capital

Allotment and transfer of shares; maintenance of capital; repurchase and reduction of shares, dividends

5 5. Unfair prejudice and derivative proceedings

Shareholders’ rights in the face of unfairly prejudicial conduct; shareholders’ rights against directors

6 Insider dealing, meetings

Insider dealing and its prevention; market abuse. Shareholder democracy and decision-making

7 Corporate insolvency

Receiverships, administration orders, liquidation and company voluntary arrangements

Statement on Teaching, Learning and Assessment

The module is delivered by lectures each week, accompanied by tutorials the following week on the topics learned about in the previous week. The tutorials are designed to assist both the students’ understanding of the law and the practical application of the law. Most tutorials include problem-based questions from previous examination papers, so that students may practise answering examination questions in the requisite manner. Tutorials also include more discursive questions designed to develop students’ commercial awareness. Students are encouraged to familiarise themselves with the wider world of commerce and the interaction between business and corporate law, economics and politics. The assignment is designed to develop students’ problem-solving skills, in that students will be asked to provide the equivalent of counsel’s opinion on points of law for a hypothetical client, or to prepare a note of advice for a partner in a law or other professional firm. This will require students to produce accurate, clear and concise text in a suitable register for its recipients and to the standard expected with a professional organisation. The examination is a mixture of both problem-based questions and discursive essay questions designed to enable students to display their knowledge of the law and its future direction. Week 7 will consist of formative feed-forward for the assignment.

Teaching and Learning Work Loads

Total 200
Lecture 26
Tutorial/Seminar 13
Supervised Practical Activity 0
Unsupervised Practical Activity 0
Assessment 40
Independent 121

Guidance notes

Credit Value – The total value of SCQF credits for the module. 20 credits are the equivalent of 10 ECTS credits. A full-time student should normally register for 60 SCQF credits per semester.


We make every effort to ensure that the information on our website is accurate but it is possible that some changes may occur prior to the academic year of entry. The modules listed in this catalogue are offered subject to availability during academic year 2019/10 , and may be subject to change for future years.