Module Catalogue 2024/25

Pre Requisite Comment

n/a

Co Requisite Comment

n/a

Aims

To acquire specialised legal knowledge and skills in the subject matter of UK company law and corporate governance, including the basic problems which governance systems seek to address and the principal features of a range of existing governance systems with particular emphasis on the UK and US; but also via engaging in comparative study of alternative governance approaches; To acquire specialised legal knowledge and skills in the subject matter of corporate finance for public companies and the operation of the UK listed securities markets and the development of the regulatory regimes for companies raising finance on the listed capital markets in the UK; To acquire specialised legal knowledge and skills in the subject matter of corporate finance for emerging and unquoted companies and the role of venture capital and the legal structures employed by providers of private equity and crowd funding. To appreciate the links between corporate governance problems and legal and regulatory solutions and the legal and market environments for corporate finance and the role of Credit Rating Agencies.

Outline Of Syllabus

An introduction to UK Company law and the constituent organs of the company.

Directors' Legal Duties and responsibilities in UK Company law.

The basic problems that corporate governance systems seek to address, and the principal features

of the UK corporate governance systems, including discussion of the principles-based approach to

corporate governance, along with an appreciation of other systems.

The role of institutional investors in the UK and their influence on the development of corporate

governance International and EU aspects of corporate governance.

Corporate Social responsibility - role of different stakeholders in company law.

UK company law and share capital - Capital Maintenance Doctrine and Restrictions.

The principal features of the UK regime governing the admission of companies to listed

capital markets and the subsequent effect of the listing regime in particular on corporate governance.

The rules that ensures the protection of the participants in the financial markets and maintain the

stability of the markets.

The principal features of the legal structures in and markets for private equity finance for companies.

The rules governing crowdfunding and the operations of Credit rating agencies.

Intended Knowledge Outcomes

Students will be able to demonstrate knowledge and understanding of:

Nature of the company in UK company law and its main constituent organs.

Duties, Role and Responsibilities of Directors and Officers in UK Company law.

The role and types of internal and external control mechanisms within corporate governance systems

to hold the Board of Directors to account.

The basic problems that corporate governance systems seek to address, and the principal features

of the UK corporate governance systems along with an appreciation of other systems.

The role of institutional investors in the UK and their influence on the development of corporate

governance.

Nature and legal environment for corporate finance in UK through issuing of corporate securities

Nature of share capital and the maintenance of capital doctrine.

The principal features of the UK regimes governing the admission of companies to listed

capital markets and the subsequent effect of the listing regime in particular on corporate governance.

The measures that are implemented at the UK level to ensure the protection of investors.

The principal features of the legal structures in and markets for private equity finance and the

relevant structure and governance of crowdfunding.

The principal features of the legal structure and governance credit rating agencies.

Intended Skill Outcomes

The ability to engage in critical analysis and evaluation of competing arguments and solutions.

Ability to identify relevant legal issues raised by commercial scenarios and apply relevant concepts,

principles and rules in order to offer analyses of and solutions to problems.

Research, organisational and presentation skills, and the capacity for independent learning.

Teaching Rationale And Relationship

The teaching methods have been adapted for delivery in the post-COVID environment and are based on the presumption that in person lectures, seminars and in-person drop-in sessions will be possible but that this shall need to be supplemented by making alternative arrangements under ‘FLEX’ in case of the possibility of more limited possibilities for on Campus teaching.

Assessment Rationale And Relationship

The formative coursework provides students with the opportunity to develop and demonstrate their research skills, and their ability to understand the operation of law within the commercial environment, and present coherent arguments supported by appropriate legal basis and precedent. The formative coursework provides students with feedback in advance of the written examination, and also helps develop their legal writing capability in preparation for their Dissertation.

The unseen examination tests the demonstration of knowledge and understanding in the context of an application of skills that need to be developed over the whole module. The examination provides a means for testing students' ability to analyse, synthesise, deploy critical judgment and evaluate alternative arguments. It also allows candidates to demonstrate intended learning outcomes across a broad range of topics within the syllabus.

General Notes

N/A