COMMERCIAL LAW

SHE Level 2
SCQF Credit Points 40.00
ECTS Credit Points 20.00
Module Code M2M222614
Module Leader Claire McFadzean
School Glasgow School for Business and Society
Subject Law
Trimester
  • A (September start)-B (January start)

Pre-Requisite Knowledge

Obligations; Introduction to Legal Systems & Study

Summary of Content

This module introduces the student to the concept of the lawyer as the entrepreneur. The legal profession is a business, and as society develops new opportunities for lawyers arise. This module will equip the future lawyer to identify and make the most of novel opportunities as they develop. This module also introduces the student to elements of commercial and intellectual property law in Scotland. In particular it provides an overview of the fundamental property rights which exist under Scots law in relation to different types of things, including corporeal and incorporeal property and heritable and moveable property, and covers the law of copyright, trade marks, patents, registered and unregistered design rights. The module also deals with the law of agency including the law of bribery, sale and supply of goods and services, rights in security over moveables, cautionery obligations and diligence, as well as Financial Services, Insurance, Negotiable Instruments and Carriage of Goods by Land, Sea and Air. This module also examines the regulation of the various forms of business organisation which are recognised in Scotland and deals with personal and corporate insolvency. The role of lawyers in society is changing - lawyers are increasingly expected to be pro-active in the prediction and prevention of unethical as well as unlawful behaviour across all areas of society. The delivery of the module will embed PRME principles including: developing graduates who care about social responsibility; developing learning and teaching which enables graduates to become responsible leaders and practitioners; and developing graduates who will advise businesses and other stakeholders to explore mutually beneficial responses to social and legal challenges.

Syllabus

-360 1. Entrepreneurship for lawyers (One week) -360 2. Introduction to property and IP law (Two weeks) -360b7 the distinctions between possession and property -360b7 contextualizing property rights as human rights, and identifying the types of property rights, or real rights, known to the law of Scotland b7 the classifications of property for which property rights can exist and be transferred, with particular reference to heritable and moveable property and corporeal and incorporeal property the property rights that can subsist under the law of copyright and the unregistered and registered design right b7 the property rights that can subsist under the law of patents and trade marks. -360 3. Sale and supply of goods and services (Two weeks) 4. Rights in Security over Moveables (One week) 5. Negotiable Instruments (Delivered by distance learning) 6. Carriage of Goods by Land, Sea and Air (Delivered by distance learning) 7. Cautionery Obligations (Delivered by distance learning) 8. Diligence (One week) 9. Personal Debt Arrangements and Bankruptcy (One week) 10. The law of agency - incorporating the law on bribery (One week) 11. The law of Partnership (One week) 12. Corporate Personality and Company Formation (Three weeks) 13. Capital of a Company (One week) 14. Management and administration of a Company (Four weeks) 15. Corporate Insolvency (Two weeks) 16. Financial Services and Insurance (Two weeks)

Learning Outcomes

On successful completion of this module, the student should be able to:1. use appropriate terminology applying to property and IP law, sale and supply of goods and services, rights in security over moveables, cautionery obligations, diligence, agency, partnership and company law, and personal and corporate insolvency, as well as Financial Services, Insurance, Negotiable Instruments and Carriage of Goods by Land, Sea and Air 2. identify and synthesise the legal issues arising in practical problems 3. apply legal methodology to explaining the law of property and IP law, sale and supply of goods and services, rights in security over moveables, cautionery obligations, law of agency, partnership and company law, diligence and personal and corporate insolvency, as well as Financial Services, Insurance, Negotiable Instruments and Carriage of Goods by Land, Sea and Air 4. appraise and synthesise legal concepts so as to construct a persuasive argument using recognised legal sources in justifying their application to a given set of facts 5. communicate confidently with legal experts on a range of legal matters regulating business6. update their acquired knowledge in order to keep pace with changes in relevant areas of law 7. Identify and retrieve up to date legal information using paper and electronic repositories; use primary and secondary legal sources which are relevant to the topic under study and current at the point of assessment; present knowledge and information using sources to support arguments and conclusions; provide recognised methods of citation and reference. 8. Identify accurately and formulate clearly the legal issues to be researched; undertake independent research (both paper-based and electronic) in areas of law which have not been previously studied, using paper and electronic repositories to research new topics without reference to a reading list.9. PRME Learning Outcome: demonstrate an ability to explore ethical and socially responsible responses to issues arising within the context of commercial law.

Teaching / Learning Strategy

The module will be delivered via a combination of lectures, seminars and directed learning. Students will attend three hour long lectures per week and one hour long seminar per week over a twenty two week period. Lectures will commence during week one of trimester A and continue through trimester B. Lectures will concentrate on introducing the students to the legal concepts and regulation. Students will be required to apply this to specific areas of 'black letter' law by directed learning activities. Seminars will commence in week 3 of trimester A and continue weekly through trimesters A and B. Students will be expected to consider prescribed case studies prior to seminars, so as to be able to discuss issues in groups or within teams. Students will be divided into groups for the purposes of group project. The Group Project (Trimester B): students will be required to form groups of 3 or 4 so as to set up and run a company, carrying out a range of specified tasks by considering a range of issues. Relevant forms, documents and minutes will be prepared or completed by the groups in carrying out the specified tasks and these, in the form of a portfolio accompanied by a log book, will be delivered to and assessed by the module team at the end of the module. Details of tasks will be issued on a fortnightly basis and legal advice (paid for by a deduction of marks from the assessment of the group's portfolio etc) will be available to groups in legal difficulty. Each individual member of each group will also be required to deliver a personal 750 word report on the topic. Student groups will also lead seminars, each group delivering a presentation related to a specified task. Presentations will be peer assessed and peer feedback will be collated and made available via GCU Learn. Seminar presentations will also be summatively assessed. Internationalisation: The delivery of this module will set Scots, UK and EU law as appropriate in an international context. Feedback will be provided to students as follows: -360 1. Students will be provided with feedback within three weeks of submission of all summative assessments providing information on strengths, weaknesses and suggestions for corrective action to be applied in future submissions. The tutor will also provide generic feedback at the seminars where coursework will be handed back. Students may also discuss any points with their lecturer or tutor. -360 2. The virtual learning environment site will be used to feedback overall performance by students on all summative assessments highlighting overall strengths and weaknesses. -360 3. Discussion boards will be used to encourage teacher and peer-to-peer dialogue on certain topic areas where this form of communication would be regarded as effective. Student feedback on teaching, learning and assessment will be sought at the end of the semester through a module evaluation questionnaire. GSBS will continue to use the advancement of GCU Learn as a blended learning tool through its teaching and learning as well as through engagement with students. GSBS will ensure that all modules are GCU Learn enabled and with the support of the Learning Technologists at the cutting edge of development of online materials. Academic staff and the Learning Technologists will continue to work together to develop and operate all modules on GCULearn to ensure student support and information sharing. Students are provided with formative and summative feedback via a variety of mechanisms. Feedback on coursework is provided within 3 working weeks of submission.

Indicative Reading

Essential Reading: Davidson & MacGregor, Commercial Law in Scotland, 3 rd ed, 2014, W Green OR McNeil et al, Scots Commercial Law, 2014, Avizandum Publishing AND Grier, Company Law, 4 th ed, 2014, W. Green OR Bisacre et al, Smith & Keenan's Company Law Scottish Edition, 14th ed, 2009, Pearson OR Hudson, Frisby & Girvin, Charlesworth's Company Law, 18th ed, 2010, Sweet & Maxwell AND -567 Ervine, Core Statutes on Company Law, 2015-16, Palgrave MacMillan OR French, Blackstone's Company Law Statutes, 2015-16, OUP AND -567 Guthrie, Scottish Property Law. 2nd Ed. Bloomsbury, 2005 Other Reading: Anderson, Avizandum Statutes on Scots Commercial and Consumer Law 2015-16, Avizandum Publishing Bennett, An Introduction to the Law of Partnership in Scotland, 1995, W Green Bisacre & McFadzean, Company Law Essentials, 2011, DUP Bourne, Bourne on Company Law (6th Revised edition), 2014, Taylor & Francis Boyle & Bird, Boyle and Birds' Company Law, 9 th ed, 2014, Jordan Brough, Private Limited Companies: Formation & Management, 3rd ed, 2005, W Green Busby et al, Scots Law, A Student Guide, 4th ed, 2011, Bloomsbury Christie & Gare, Blackstone's Statutes on Intellectual Property, 10th ed, OUP, 2010 Cusine & Forte, Scottish Cases & Materials in Commercial Law, 2nd ed, Tottel, 2005 Dignam & Lowry, Company Law, 6th ed, 2010, OUP Ervine, Consumer Law in Scotland, 5 th ed, 2015, W Green Gloag & Henderson, The Law of Scotland, 12th ed, 2007, W Green Gower and Davies, The Principles of Modern Company Law, 8th ed, 2008, Sweet & Maxwell Gray, Corporate Manslaughter and Corporate Homicide Act, 2008, W Green Grier, Bankruptcy and Diligence (Scotland) Act 2007, 2008, W Green Grier, Commercial Law Basics, 4th ed, 2010, W Green Hicks & Goo, Cases & Materials on Company Law, 6th ed, 2008, OUP McQueen, Waelde & Lawrie, Contemporary Intellectual Property Law and Policy, 2nd ed, OUP, 2010 Marshall, Scots Mercantile Law, 3rd ed, 1997, W Green Mayson, French & Ryan, Mayson, French & Ryan on Company Law, 32 nd ed, 2015, OUP ODonnell, Agency Law Basics, 1998, W Green Pillans & Bourne, Scottish Company Law, 2nd ed, 1999, Cavendish Reid, The Law of Property in Scotland. Lexis Nexis, 1996 Robson & McCowan, Property Law, 2nd ed, 1998, W. Green Sealy & Worthington, Cases and Materials in Company Law, 10 th ed, 2013 OUP Smerdon & Morse, Palmer's Company Law Manual, 2000, Sweet & Maxwell Green's Bankruptcy and Mercantile Statutes, 2009, W Green -567 Online sources: Company Law Club <http://www.companylawclub.co.uk> Scottish Courts: <http://www.scotcourts.gov.uk> Company Law in Scotland portal <http://www.scottishlaw.org.uk/lawscotland/claw.html> UK Government Home Page: <http://www.direct.gov.uk/en/index.htm> <http://www.ukonline.gov.uk> BIS: <http://www.bis.gov.uk> Legislation: <http://www.legislation.gov.uk/> Companies House: <http://www.companieshouse.gov.uk/> EU Enterprise Website: -567 <http://europa.eu/pol/enter/index_en.ht> <http://europa.eu.int/eur-lex>

Transferrable Skills

By the end of this module students will have gained competence in the following key areas: Analysis, Synthesis, Critical Judgement and Evaluation The ability to identify issues, assimilate, evaluate and analyse information to construct written or oral solutions to a problem by bringing together and integrating relevant information, and selecting key material, from a variety of different sources. The ability to present arguments for and against propositions, acknowledging ranking of sources and relative impact in context. Such skills are developed within this module through the following activities: -360b7 Preparing for and participating in seminars/tutorials -360b7 Preparing for and delivering group and individual presentations b7 Preparing for and delivering critical essay and reflective report b7 Preparing for and delivering coursework b7 Answering questions in the final examination Personal Management, Independence and Ability to Learn The ability to organise and prioritise effectively the expenditure of time and effort in the performance of all aspects of student work. The ability to learn effectively and be aware of their own learning strategies; to manage their own learning development and to reflect upon their learning, seeking and making use of feedback. Such skills are developed within this module through the following activities: -360b7 Preparing for lectures b7 Consolidating material delivered at lectures -360b7 Supplementing delivered material with additional reading b7 Reflecting on lecture, handout and self-searched material b7 Preparing for and participating in group meetings and other group activities b7 Preparing for and participating in seminars/tutorials b7 Preparing for and delivering group and individual presentations b7 Preparing for and delivering critical essay and reflective report b7 Preparing for final examination Communication and Literacy The ability to communicate information, ideas, advice and choices in an effective and succinct manner and in plain English without losing focus on key issues. The ability to listen and question effectively, to give and receive feedback and to make presentations addressing an allocated topic within the prescribed time frame. The ability to communicate both orally and in writing (and, where appropriate, by the use of electronic means) using the English language accurately by creating work which is comprehensible to the intended audience. The ability to create documents which are analytical, descriptive and inquisitive using appropriate terminology and recognised methods of citation and reference. Such skills are developed within this module through the following activities: -360b7 Consolidating material delivered at lectures -360b7 Supplementing delivered material with additional reading b7 Reflecting on lecture, handout and self-searched material b7 Preparing for and participating in group meetings and other group activities b7 Preparing for and participating in seminars/tutorials b7 Preparing for and delivering coursework b7 Reflecting on feedback from seminar contributions, group and individual presentations, coursework and examination performance b7 Preparing for and delivering group presentations b7 Preparing for and delivering critical essay and reflective report b7 Preparing for final examination b7 Answering questions in the final examination Numeracy, Information, Technology and Teamwork Where relevant and as the basis for an argument, the ability to present and evaluate information provided in numerical or statistical form. The ability to produce and present in an appropriate form a word-processed essay or other appropriate format. The ability to conduct efficient searches of websites to locate relevant information; and exchange documents by E-mail. The ability to work productively and cooperatively in different kinds of groups; to establish working relations with others, defining, sharing and delegating responsibilities within the group. Such skills are developed within this module through the following activities: -360b7 Consolidating material delivered at lectures -360b7 Supplementing delivered material with additional reading b7 Preparing for and participating in group meetings and other group activities b7 Accurately applying numerical and percentage based rules with regards to various company law activities within groups b7 Preparing for and participating in seminars/tutorials b7 Preparing for and delivering group presentations b7 Preparing for and delivering critical essay and reflective report b7 Preparing for and delivering coursework Preparing for final examination

Module Structure

Activity Total Hours
Assessment (FT) 80.00
Lectures (FT) 66.00
Independent Learning (FT) 234.00
Seminars (FT) 20.00

Assessment Methods

Component Duration Weighting Threshold Description
Course Work 02 n/a 15.00 35% Coursework (Essay: 1200 words) Tri A, week 14
Course Work 05 n/a 10.00 35% Individual Reflective Report: 750 words, Week 15
Course Work 01 0.25 5.00 35% Assessed seminar presentation (Entrepreneurship & Property Law)
Exam (Exams Office) 2.00 30.00 35% Examination (Exams Office - Exam period Tri B)
Course Work 03 n/a 15.00 35% Coursework (Essay: 1200 words) Tri B, week 10
Course Work 06 0.25 5.00 35% Assessed seminar presentation (Company law/Corporate Insolvency)
Course Work 04 n/a 20.00 35% Group Project (ongoing)