Company and Commercial Law module (LW50101)

A private limited company (Ltd) is a type of legal entity in the UK. It's owners - the shareholders - have limited liability. This means that if the company gets into financial difficulty, the shareholders will only lose the money they’ve invested in the business and not any personal assets.

This module considers legal matters relating to the formation, management, and administration of private limited companies in Scotland.

Factors that may guide clients to a particular choice of business medium will also be considered.

What you will learn

In this module you will:

• look at how to incorporate a company in Scotland
• look at the preparation and drafting of relative documentation, including Articles of Association
• explore the duties and responsibilities of Directors and Secretaries
• learn about the procedures for issue and transfer of shares
• learn how best to advise on the convening and conduct of meetings and drafting of relative documentation such as minutes
• learn about the distinction between asset and share purchase
• learn about common forms of warranties
• draft basic disclosure letters
• gain a basic understanding of corporate lending
• learn the preparation of security documentation, including instruments of alteration and ranking agreements

By the end of this module, you will be able to:

• describe the process of incorporating a company in Scotland, including the preparation and drafting of relative documentation
• understand the duties and responsibilities of Directors and Secretaries
• describe the procedures for issue and transfer of shares
• advise on the convening and conduct of meetings and drafting of relative documentation
• describe the distinction between asset and share purchase
• describe the common forms of warranties
• draft basic disclosure letters
• describe in basic terms corporate lending
• prepare security documentation, including instruments of alteration and ranking agreements

Assignments / assessment

• Coursework 1 (45%)
• Coursework 2 (45%)
• Professional attributes (10%)
  • includes attendance and participation in tutorials 
     

Each assessment component must be passed. If a student fails a component, a substitute assignment might be set at the discretion of the Module Organiser and Diploma Director.

This module does not have a final exam.

Teaching methods / timetable

Sessions in this module include:

• two introductory lectures
• ten tutorials
• six revision lectures on Company Law

There are 11 weeks of teaching. For this module, the exact dates of teaching and/or reading weeks are to be confirmed.

Lectures will be used to present information and structure your learning. Tutorials include small group work and student-led discussions. This allows for active learning. The teaching will also incorporate a negotiation exercise for you to do in class.