| University | Organisation for Tourism and Hospitality Management (OTHM) |
|---|---|
| Subject | Company Law and Corporate Governance (K/650/4971) |
Company Law and Corporate Governance Assignment Brief
| Qualification | OTHM Level 5 Diploma in Law (610/1971/9)
OTHM Level 5 Extended Diploma in Law (610/1961/6) |
| Unit Reference Number | K/650/4971 |
| Unit Title | Company Law and Corporate Governance |
| Unit Level | 5 |
| Number of Credits | 20 |
| Total Qualification Time (TQT) | 200 hours |
| Guided Learning Hours (GLH) | 100 hours |
| Mandatory / Optional | Mandatory |
| Sector Subject Area (SSA) | 15.5 Law and legal services |
| Unit Grading Type | Pass/Fail |
Unit Aims
Company Law is considered one of the most important concepts in English law; and is the foundation of the business economy. You will develop a sound knowledge of the substantive and procedural aspects of company law with a practical understanding of the legal aspects of setting up and running private limited companies, concepts of insolvency and liquidation and the role of corporate governance in the management of companies. This unit will provide you with an appreciation of business organisations; offering a solid foundation for those wishing to progress to professional qualification courses and key transferable skills essential for employment.
Learning Outcomes, Assessment Criteria and Indicative Content
| Learning Outcomes – The learner will: | Assessment Criteria – The learner can: | Indicative content |
| 1. Understand the general principles of formation of a company in UK law. | 1.1 Define types of companies 1.2 Demonstrate an understanding between limited companies and other types of business 1.3 Show understanding of limited liability and situations where the courts ‘lift the veil’. 1.4 Define Articles of Association. 1.5 Define Articles of Memorandum. |
● The advantages and disadvantages of setting up a limited company ● Registration ● The differences between corporated and non-incorporated associations ● Separate personality – The rule in Salomon v Salomon & Co Ltd and its development ● Lifting the veil of incorporation ● Articles of Association and how this operates ● Memorandum of Association and how this operations |
| 2. Understand the role of corporate governance in the management of companies | 2.1 Demonstrate understanding of corporate governance. 2.2 Demonstrate understanding of control. 2.3 Define duties of various stake holders. 2.4 Define shares and shareholders. 2.5 Explain the process of and restrictions on the transfer and transmission of unlisted shares. 2.6 Explain the concept of and the restrictions on insider dealing 2.7 Explain how a company deals with the outside world. |
● Corporate accountability (stakeholder v shareholder issues). Problems arising from the separation of ownership and control, including executive compensation and shareholder engagement. ● Management of the company: Directors and other officers. Appointment, Retirement, Dismissal. Disqualification, Meetings, Voting, Resolutions. ● Directors Duties – general and codification under the Companies Act 2006 ● Statutory controls on directors, including rules on self-dealing and the criminalisation of insider trading. ● The enforcement of directors’ duties, including rule in Foss v Harbottle and the statutory derivative claim. ● Shareholders and ownership ● Minority Shareholders and their rights ● Differences between shares and debentures. ● Rights of different classes and the variation of share rights ● The growth and decline of the doctrines of ultra vires and constructive notice ● Unlisted shares: discretion to refuse to register; Articles of association; must give notice; s776 Companies Act 2006; forged transfer of shares involving a forged certificate. ● Market Abuse Definition: The UK Market Abuse Regulation (post-Brexit) (‘MAR’); transactions by directors and senior managers (Article 19 MAR); sanctions and role of the Financial Conduct Authority, criminal offences under the Criminal Justice Act 1993 s52 definitions; ss54-60 terms defined; s53 defences; s63 penalties. ● Vicarious liability and the alter ego doctrine |
| 3. Understand the concepts of insolvency and liquidation. | 3.1 Define insolvency; o Company Voluntary Arrangement: Insolvency Act 1986 as amended IA 2000; o process; o supervisor; o proposal; o meetings and approval; o failure into administration; o success into solvency; o schemes of arrangement CA; o relevant case law eg Prudential v PRG o Powerhouse (2007). ● Application of the standalone moratorium scheme (introduced through the Corporate Insolvency and Governance Act 2020), Enterprise Act 2002 Schedule B1, administrator appointment: purposes; receiver’s appointment; : purposes; administrative receiver’s appointment: purposes; effects of appointment of each: role, powers and duties; avoidance powers; collection and distribution; the Enterprise Act 2002 and the removal of Crown priority; the introduction of <top-slicing> the administrator’s duty of care and the costs of administration, e.g. MC Bacon (1991). Creditors’ and members’ voluntary winding up; process; resolutions; statements; appointment of liquidator; effect; priority of creditors; court winding up, s124 Insolvency Act 1986 ● Application of understanding to a complex scenario. ● A reasoned opinion of likely legal implications, including remedies and defences, where appropriate |
● Definition of insolvency; o Company Voluntary Arrangement: Insolvency Act 1986 as amended IA 2000; o process; o supervisor; o proposal; o meetings and approval; o failure into administration; o success into solvency; o schemes of arrangement CA; o relevant case law eg Prudential v PRG o Powerhouse (2007). ● Application of the standalone moratorium scheme (introduced through the Corporate Insolvency and Governance Act 2020), Enterprise Act 2002 Schedule B1, administrator appointment: purposes; receiver’s appointment; : purposes; administrative receiver’s appointment: purposes; effects of appointment of each: role, powers and duties; avoidance powers; collection and distribution; the Enterprise Act 2002 and the removal of Crown priority; the introduction of <top-slicing> the administrator’s duty of care and the costs of administration, e.g. MC Bacon (1991). Creditors’ and members’ voluntary winding up; process; resolutions; statements; appointment of liquidator; effect; priority of creditors; court winding up, s124 Insolvency Act 1986 ● Application of understanding to a complex scenario. ● A reasoned opinion of likely legal implications, including remedies and defences, where appropriate |
Assessment
To achieve a ‘pass’ for this unit, learners must provide evidence to demonstrate that they have fulfilled all the learning outcomes and meet the standards specified by all assessment criteria.
| Learning Outcomes to be met | Assessment criteria to be covered | Type of assessment | Word count (approx. length) |
| All LO 1-3 | All ACs under LO1 to LO3 | Portfolio of evidence | 3000 words |
Indicative Reading List
- Company Law: Twelfth Edition; By Alan Dignam, John Lowry, published OUP
- Company Law, 2nd Edition, by Lee Roach, published OUP
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