LAWCOMM 737 : Special Topic: Theories of Company Law

Law

2024 Semester Two (1245) (30 POINTS)

Course Prescription

No prescription

Course Overview

To someone with a hammer, every problem is a nail.” Corporate law theory tends to swirl around the same ideas over and over again. This course explores these ideas, and examines core arguments for and against some of these main ideas. To do so, it will play around with argumentation structures that are deployed within corporate law. We start by exploring the economic concept of the firm, and connecting this to a contractarian view of the firm. We then explore two alternative argumentation structures: real entity theory in corporate law, and corporate concession theory. These provide alternative paradigms through which to explore corporate law. We will explore ways to view key aspects of modern corporate law – the company’s separate legal personality, limited liability, the corporate purpose, shareholder/director dynamics and interactions between the company and third parties - through these various lenses. The course will then re-examine the theories raised: and explore how to argue against each theory, and explore how to tell whether any particular theory is determinative. The course content is taught intensively over five days, and the final essay will provide flexibility to argue for and against different theories in different contexts.

Topics may include:

♦ the economic concept of the ‘firm’ and the legal concept of the ‘company’

♦ the contractarian view of the company (which views the company as a nexus of contracts between voluntary bilateral parties)

♦ the real entity theory of the company (which views the company as an autonomous organisation)

♦ the concession theory of the company (which views the company as a gift from the state)

♦ core building blocks of modern corporate activity, such as:

  1. Separate Legal Personality
  2. Limited Liability
  3. The Corporate Purpose
  4. Shareholder/Director Dynamics
  5. The Company and Third Parties

♦ Debates on different subjects from the perspectives of different paradigms

Course Requirements

No pre-requisites or restrictions

Capabilities Developed in this Course

Capability 3: Knowledge and Practice
Capability 4: Critical Thinking
Capability 5: Solution Seeking
Capability 6: Communication
Capability 7: Collaboration
Capability 8: Ethics and Professionalism
Graduate Profile: Master of Laws

Learning Outcomes

By the end of this course, students will be able to:
  1. Critically engage with argumentation structures deployed in company law. (Capability 3.1 and 4.1)
  2. Evaluate and reflect upon alternative paradigms with which to explore company law. (Capability 3.1 and 4.1)
  3. Propose and justify the value of particular theories of company law. (Capability 3.1, 4.1 and 6.1)
  4. Situate company law analysis within an appropriate range of interdisciplinary fields. (Capability 3.1)
  5. Work as a team to create arguments within an established company law paradigm and argue against those from a different argumentation structure. (Capability 7.1)
  6. Understand and communicate the limits of various argumentation structures. (Capability 5.1 and 8.1)

Assessments

Assessment Type Percentage Classification
Class participation 10% Individual Coursework
Team debate 20% Group Coursework
Internal Logic essay 30% Individual Coursework
Reflective essay 40% Individual Coursework
Assessment Type Learning Outcome Addressed
1 2 3 4 5 6
Class participation
Team debate
Internal Logic essay
Reflective essay
Class Participation (10%)
♦ The extent of preparation for leading the discussions, in particular the analysis of the reading materials and guided questions
♦ The depth and thoroughness of understanding of the reading materials and guided questions
♦ The ability to draw worthwhile conclusions in the class discussion
♦ Thoughtfulness of contributions
♦ Generally, engagement in class and respect for fellow students
Team Debate (20%)
On the first day, students will be randomly allocated into groups, and assigned approaches to take in a debate against other teams of students. There will be in time class for preparation of arguments, which will be assessed, together with initial presentation of arguments and counterarguments
Internal Logic Essay (30%) Each student is required to submit a research essay focusing on the internal structure of the argumentation of corporate law. The essay is to be original work, relying on secondary and primary sources, applying a corporate law paradigm of the student’s choosing to a corporate law substantive topic of the student’s choosing. Students may not choose paradigms or substantive topics that they are arguing in their debate. 
Reflective Essay (40%) Each student is required to submit a research essay to answer “Of the corporate law paradigms reviewed in this course, which (if any) is superior and why?”. The essay is to be original work, relying on secondary and primary sources.

Workload Expectations

This is an intensive 30-point course taught over five working days. There will be around 40 hours of lectures/seminars in this course. As a general guide you should expect a workload of four hours outside of the classroom for each hour spent in class. The guideline for the total workload for this course is 300 hours. 

Delivery Mode

Campus Experience

Attendance is required over the five day intensive and the class proceeds with student presentations, a debate and discussions in a seminar style. Because the course is designed to be participatory, it depends upon students being personally present and contributing. The classes will not be available as recordings.  

Learning Resources

Course materials are made available in a learning and collaboration tool called Canvas which also includes reading lists and lecture recordings (where available).

Please remember that the recording of any class on a personal device requires the permission of the instructor.

Student Feedback

At the end of every semester students will be invited to give feedback on the course and teaching through a tool called SET or Qualtrics. The lecturers and course co-ordinators will consider all feedback and respond with summaries and actions.

Your feedback helps teachers to improve the course and its delivery for future students.

Class Representatives in each class can take feedback to the department and faculty staff-student consultative committees.

This is the first time this course has been taught. 

Academic Integrity

The University of Auckland will not tolerate cheating, or assisting others to cheat, and views cheating in coursework as a serious academic offence. The work that a student submits for grading must be the student's own work, reflecting their learning. Where work from other sources is used, it must be properly acknowledged and referenced. This requirement also applies to sources on the internet. A student's assessed work may be reviewed for potential plagiarism or other forms of academic misconduct, using computerised detection mechanisms.

Class Representatives

Class representatives are students tasked with representing student issues to departments, faculties, and the wider university. If you have a complaint about this course, please contact your class rep who will know how to raise it in the right channels. See your departmental noticeboard for contact details for your class reps.

Inclusive Learning

All students are asked to discuss any impairment related requirements privately, face to face and/or in written form with the course director, lecturer or tutor.

Student Disability Services also provides support for students with a wide range of impairments, both visible and invisible, to succeed and excel at the University. For more information and contact details, please visit the Student Disability Services’ website http://disability.auckland.ac.nz

Special Circumstances

If your ability to complete assessed coursework is affected by illness or other personal circumstances outside of your control, contact a Student Academic and Support Adviser as soon as possible before the assessment is due.

If your personal circumstances significantly affect your performance, or preparation, for an exam or eligible written test, refer to the University’s aegrotat or compassionate consideration page https://www.auckland.ac.nz/en/students/academic-information/exams-and-final-results/during-exams/aegrotat-and-compassionate-consideration.html.

This should be done as soon as possible and no later than seven days after the affected test or exam date.

Learning Continuity

In the event of an unexpected disruption, we undertake to maintain the continuity and standard of teaching and learning in all your courses throughout the year. If there are unexpected disruptions the University has contingency plans to ensure that access to your course continues and course assessment continues to meet the principles of the University’s assessment policy. Some adjustments may need to be made in emergencies. You will be kept fully informed by your course co-ordinator/director, and if disruption occurs you should refer to the university website for information about how to proceed.

Student Charter and Responsibilities

The Student Charter assumes and acknowledges that students are active participants in the learning process and that they have responsibilities to the institution and the international community of scholars. The University expects that students will act at all times in a way that demonstrates respect for the rights of other students and staff so that the learning environment is both safe and productive. For further information visit Student Charter https://www.auckland.ac.nz/en/students/forms-policies-and-guidelines/student-policies-and-guidelines/student-charter.html.

Disclaimer

Elements of this outline may be subject to change. The latest information about the course will be available for enrolled students in Canvas.

In this course students may be asked to submit coursework assessments digitally. The University reserves the right to conduct scheduled tests and examinations for this course online or through the use of computers or other electronic devices. Where tests or examinations are conducted online remote invigilation arrangements may be used. In exceptional circumstances changes to elements of this course may be necessary at short notice. Students enrolled in this course will be informed of any such changes and the reasons for them, as soon as possible, through Canvas.