Module details for Business Organisations

Description

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

Aims

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

Teaching and Learning Work Loads