Teaching Responsibility
LJMU Schools involved in Delivery:
Liverpool Business School
Learning Methods
Lecture
Online
Workshop
Module Offerings
5105LBSAF-SEP-MTP
Aims
This module enables students to understand and apply a knowledge of the English Legal System, the basic Law of tort (negligence), The Law of contract, and agency.
The module provides an understanding of the legal nature of the limited company and of its constitution; the basic rules for the protection of potential investors; the company law requirements concerning corporate reports and accounts; the duties of directors and auditors; the concept of majority rule and minority protection and the corporate insolvency regimes.
Learning Outcomes
1.
Apply the Law of Contract, negligence and agency to a factual situation(s).
2.
Apply company law including, limited liability, corporate capacity, articles of association to a business situation.
3.
Describe the doctrine of maintenance of capital, the rules which give effect to it and the company law requirements concerning corporate reports and accountants.
4.
Explain the distribution of power within the company between the board and the
company in general meetings. Show understanding of directors' Statutory Duties
under the Companies Act.
5.
Explain the duty of the auditor and the limits on the tortious liability of the auditor.
List the remedies for mismanagement contained in the Insolvency Act 1986
Module Content
Outline Syllabus:1.The English Legal System
Custom, Legislation, Judicial Precedent and European Community Law as sources of English Law.
The system of courts in England and Wales.
2.The Law of Tort
Negligence. Elements of the tort of Negligence. Nervous Shock. The doctrines of res ipsa loquitur, Contributory negligence and vicarious liability. Strict liability. Liability for negligent misstatement. Remedies in tort.
3. The Law of Contract
Definition of a Contract. Classification of Contracts. Essential elements of a valid simple contract viz an agreement, intention to create legal relations and consideration. Form. Contractual capacity of minors and persons of unsound mind.
The doctrine of privity of Contract. Vitiating factors in a Contract (in outline only). Terms of a Contract.
Remedies for breach of contract.
4.Agency. The relationship between principles and agent. Agent's liability for its actions.
5.Formation of the limited company; concepts of corporate personality and the limited liability. Contents of the memorandum of association. Nature of the articles of association.
6.Maintenance of capital, issues at a premium and discount; company purchase of its own shares; prohibition of giving financial assistance.
7.Distribution of power within the company; removal of directors; director's duties. The rule in Foss & Harbottle and the exceptions to it.
8.Corporate reports and accounts. Appointment and removal of the auditor; auditor's duty and liability. Liability under the Insolvency Act 1986 for wrongful trading, fraudulent trading and misfeasance
Module Overview:
The module provides an understanding of the legal nature of the limited company and of its constitution; the basic rules for the protection of potential investors; the company law requirements concerning corporate reports and accounts; directors and auditors; the concept of majority rule and minority protection and the corporate insolvency regimes.
The module provides an understanding of the legal nature of the limited company and of its constitution; the basic rules for the protection of potential investors; the company law requirements concerning corporate reports and accounts; directors and auditors; the concept of majority rule and minority protection and the corporate insolvency regimes.
Additional Information:This module will enable students to understand the basic principles of English law as it affects their practical roles in the Commercial World. Also, this module provides a greater depth of Company Law as a specialist area and is aimed at students with ambitions to go into professional practice as accountants.