CONTENTS. Appendix 1: Sample previous Examination Paper (May 2013) 97

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2 CONTENTS Section Page no. Module Calendar (lecture & seminar plan) 3 Module Descriptor 4 Teaching Staff and Contact Details 7 Student Support and Student Admin Contact Details 8 Student Responsibility 9 Assessment and Feedback 10 Textbooks and Materials 16 Guidance to Referencing and Citations 17 Lecture Programme: LECTURE 1 Methods of Trading; Formation; incorporation 28 LECTURES 2 & 3 Separate legal personality & lifting the veil of incorporation 31 LECTURE 4 & 5 Promoters and Pre-Incorporation Contracts 35 LECTURE 5 & 6 The Constitution of a Company 38 LECTURE 8 Directors 44 LECTURES 9 & 10 Directors Duties 47 LECTURE 11 - Disqualification of Directors 50 LECTURE 12 Final Coursework briefing, Revision & Coursework Technique 54 LECTURE 13 Shares and Shareholders (an overview) 55 LECTURE 14 Shareholders Meetings and Voting 59 LECTURE 15 & 16 Shareholders Rights and Remedies 62 LECTURES 17 & 18 Maintaining and Raising Capital & Charges 65 LECTURES 19 & 20 Insolvency and Liquidation 69 LECTURES 21 & 22 Vulnerable Transactions in Insolvency &Directors Liabilities 73 LECTURE 23 & 24 Revision, Exam Preparation and Technique 76 Seminar Programme: Seminar 1 - Introduction and Forming a Company 78 Seminar 2 - Companies and Separate Legal Personality 79 Seminar 3 - Separate Legal Personality and Lifting the Veil of Incorporation 80 Seminar 4 - Promoters and Pre-Incorporation Contracts 82 Seminar 5 - Company's Constitution, Article clauses & Shareholder Agreements 84 Seminar 6 - Directors' Duties 86 Seminar 7 Feedback from the Coursework 88 Seminar 8 - A Shareholders Meeting and Voting 89 Seminar 9 - Minority Shareholder Protection 91 Seminar 10 - Charges: Fixed and Floating 93 Seminar 11 - Liquidation and vulnerable transactions 95 Appendix 1: Sample previous Examination Paper (May 2013) 97

3 Wk No. MODULE CALENDAR LECTURE AND SEMINAR PROGRAMME 2013/14 W/C Date Lectures Seminars th Sept 1. Methods of trading; Company Formation; Consequences of Incorporation. 1. Introduction to Company Law and Forming a Company th Oct 2. & 3. Separate Legal personality and Lifting the veil (2 lectures this week) 3 1. Introduction to Company Law and Forming a Company th Oct 4. Promoters and Pre-Incorporation Contracts. 2. Companies and Separate Legal Personality st Oct 5. Promoters and Pre-Incorporation Contracts. 2. Companies and Separate Legal Personality th Oct 6. Constitution of the Company 15 4 th Nov 7. Constitution of the Company 3. Separate Legal Personality and Lifting the veil. 3. Separate Legal Personality and Lifting the veil th Nov 8. Directors Generally. 4. Promoters and Pre-Incorporation Contracts th Nov Reading Week th Nov 9. Directors Duties 4. Promoters and Pre-Incorporation Contracts 19 2 nd Dec 10. Directors Duties 5. The Constitution of a Company 20 9 th Dec 11. Disqualification of Directors 5. The Constitution of a Company th Dec 12. Final Coursework briefing and technique. 6. Directors Duties rd Dec Student Vacation th Dec Student Vacation 24 6 th Jan Student Study Week th Jan SHU Exam Period 13 th 17 th Jan th Jan SHU Exam Period 20 th 24 th Jan th Jan 13. Shares and Shareholders an Overview 6. Directors Duties 28 3 rd Feb 14. Shareholders Meetings and Voting 7. Coursework Feedback th Feb 15. Shareholder Rights and Remedies 7. Coursework Feedback th Feb 16. Shareholder Rights and Remedies 8. Shareholders Meeting and Voting th Feb 32 3 rd Mar 17. Maintaining and Raising Capital and Charges as Security 18. Maintaining and Raising Capital and Charges as Security 8. Shareholders Meeting and Voting 9. Minority Shareholder Protection th Mar 19. Insolvency and Liquidation 9. Minority Shareholder Protection th Mar 20. Insolvency and Liquidation 10. Charges: Fixed/Floating th Mar 21. Vulnerable Transactions in Insolvency 10. Charges: Fixed/Floating st Mar 22. Vulnerable transactions in Insolvency 11. Liquidation 37 7 th Apr 23. Revision and Exam Technique 11. Liquidation th Apr Student Vacation st Apr Student Vacation th Apr 24. Revision and Exam Technique 12. Blackboard Revision exercises (all groups) 41-5 th 30 th SHU Exam Period 44 May 4 th -15 th 2-3 Refer/Defer Assessment Period Aug

4 MODULE DESCRIPTOR MODULE TITLE Company Law SI MODULE CODE L & L CREDITS 20 LEVEL 5 & 6 JACS CODE M221 SUBJECT GROUP LAW DEPARTMENT Law, Criminology and Community Justice MODULE LEADER Mark Edwards NOTIONAL STUDY HOURS BY TYPE Tutor-led Tutor-directed Self-directed Total Hours MODULE AIM(S) The module is designed to introduce you to the legal structure of a company as an economic mechanism of conducting business and to develop your knowledge, understanding and appreciation of topics central to company law. The aim is to enable you to identify key legal issues in relation to company law and propose coherent solutions to practical, hypothetical situations, through the use of case law, statute and regulatory practice. MODULE LEARNING OUTCOMES By engaging successfully with this module you will be able to Level 5 Identify, explain and apply legal principles and concepts in relation to company law. Evaluate and critically analyse the relevance and significance of facts presented, by coherently synthesising a line of legal argument, justified by relevant legal authority. Demonstrate research skills by distinguishing between the range of legal and academic sources that are relevant. Use and explain specific terminology in relation to company law. Solve legal problems by identifying solutions and critically evaluate aspects of law, in a written form, to accepted academic and legal conventions. Level 6 Identify, explain and apply legal principles and concepts in relation to company law in sufficient detail for the purpose and identify uncertain, ambiguous, contradictory or limited legal aspects. Evaluate and critically analyse the relevance and significance of facts presented, by coherently synthesising a line of legal argument, justified by relevant legal authority and make defensible judgements and arguments. Demonstrate research skills by identifying a broad range of sources and distinguishing between the range of legal and academic sources that are relevant. Use and explain specific terminology in relation to company law. Solve legal problems by identifying focussed contemporary solutions and critically evaluate and comment on aspects of law, in a written form, to accepted academic and legal conventions. 4

5 INDICATIVE CONTENT The learning outcomes will be met by covering the following general topics in the module: Company formation Separate Legal Personality and lifting the veil Promoters and Pre-incorporation contracts Company Constitution Management of a Company in particular roles and responsibilities of directors Company Ownership in particular shares and shareholders Raising of Capital Insolvency and liquidation Vulnerable transactions in insolvency and directors liabilities LEARNING AND TEACHING METHODS You will be supported in your learning, to achieve the learning outcomes, in the following ways: Contact sessions Lectures: The module is delivered via a weekly one-hour lecture designed to introduce a particular topic area and to concentrate on the key aspects of that part of the law. The lecture is delivered via a PowerPoint presentation, slides for which are provided via Blackboard (see VLE below). Seminars: Seminars are delivered fortnightly to timetabled classes of a maximum of 20 students. Typically seminars are based on hypothetical company law problem scenarios that require adoption of an enquiry-based learning approach to study. You are required to come prepared to discuss preprepared solutions to the problem. Learning occurs through the collective contributions of students and is guided and corrected by the seminar tutor. The learning in the seminars feedsforward to subsequent seminars and learning is directly aligned to the assessment tasks in the module. The approach to the subject matter is broadly incremental, each lecture building on the knowledge gained in the earlier lectures. The role of the seminars is to reinforce legal and academic content and to provide opportunities for you to apply, discuss and reflect on your learning. Module Manual Learning is supported by a Module Manual (this document) that contains a full lecture and seminar schedule, details on the aims and objectives, the learning, teaching and implementation strategy, an overview of assessment and feedback on the module, student resources required, details of the module delivery team, details of student support staff, the role of the student within the module, summative assessment feedback criteria, lecture outlines, seminar questions with preparation tips and a sample prior year assessment paper. 5

6 Virtual Learning Environment (VLE) Blackboard The delivery of the module is aided by a bespoke Blackboard site to which all students are enrolled. Blackboard is the main communication device with students outside contact sessions. The Blackboard site includes an electronic version of the Module Manual and all the material within that Manual (detailed above) can be accessed electronically. In addition, the Blackboard site includes: links to PowerPoint slides for all lectures access to formative assessment in the form of multiple choice questions that support and supplement each seminar links to some key cases and statutes assessment guidance guides to using legal databases (e.g. Westlaw and LexisLibrary) guides on how to reference for the assessment task using the Oxford Standard for Citation of Legal Authorities external links to key Government and legal profession web sites assessment details, criteria and guidelines on-line submission of coursework feedback on grades attained in formative and summative assessment a Blackboard help content area rules and regulations in relation to the University s cheating procedure On-line Multiple Choice Questions and Feedback Learning is supported outside contact sessions with a set of formative assessment questions through a series of on-line Multiple Choice Questions (MCQ s) that support and supplement each seminar. Each question provides the opportunity for additional information to supplement knowledge, whether the question is answered correctly or not. This will give you immediate feedback on how you are progressing on the module. The use of this Computer Assisted Leaning (CAL) will help you develop and broaden research skills as well as forcing the use of IT in your learning. As these questions support the seminar preparation, it also aids time management skills. Weekly surgery/meetings/drop-in sessions Each tutor has a formal weekly surgery time that students can arrange to meet their seminar tutor in order to support their learning. You can also contact tutors via- and arrange mutually convenient times for meetings. At specific times throughout the module, drop-in sessions may be timetabled to offer feedback or guidance. Students can or call tutors for advice or guidance. Peer Support Groups e-learning is further built into the module, with the ability of students to use a discussion board to act as a method of peer support. Additionally you can optionally work in peer groups to collaborate on seminar preparation work via a WIKI. Please contact the Module Leader, Mark Edwards, if you would like this to be set up for you and your peers. 6

7 Teaching Staff and Contact Details Teaching Staff The members of staff teaching on this course are: Mark Edwards (Module Leader) Dr. Jeremé Snook Mark Edwards has overall administrative responsibility for the module. Students will be allocated to seminar groups. It is essential that you keep to these groups and changes will be agreed only in exceptional circumstances. Please note that attendance at seminars is compulsory and registers are kept. Staff Contact Details Mark Edwards Office: Southbourne, Room 243 (Module Leader) Tel: Dr. Jeremé Snook Office: Southbourne, Room 240 Tel: Details of surgery times or other times when students can arrange to see tutors can be found on Blackboard. 7

8 HELPDESK Contact Details for Student Support and Student Administration Staff Helpdesk is often the best first point of contact as they can help directly, or put you in contact with the relevant section that can assist with your query. Tel: fdsenquiries@shu.ac.uk Other staff supporting students are: Student Support Tel: (best accessed via Helpdesk) - Southbourne@shu.ac.uk Staff: - Howard Mitchell Student Support Officer Seyi Junaid Student Support Administrator Nicola Pearson Student Support Administrator Student Administration Tel: Carl.Green@shu.ac.uk Staff: - Carl Green Student Administrator Contacts during periods of staff absence If staff are not contactable (usually because of being on leave, or away from the Campus on University business) they will have an out-of-office reply set up on their directing you who to contact. Invariably you will be re-directed to a colleague or the helpdesk (details above) and to information on the Blackboard site. Always check out Blackboard and ShuSpace for information as most questions can be answered on there. 8

9 Students' Role within the Module We assume that you will take responsibility for your own learning and we expect you to attend ALL lectures and seminars, as learning is a shared experience and you have a part to play in promoting both individual and collective understanding. Many of the legal concepts and terminology will be new to students (it has its own unique language in parts) so attendance in lectures and seminars is mandatory. Attendance is essential to: gain understanding of the relevant legal principles and their application help you test your understanding of the material with your module tutor help you develop your knowledge and skills help you prepare for all your assessments receive information about the module receive feedback on your understanding and progress Preparation for seminars We want you to feel comfortable attending seminars as these are vital to your development and overall results. Therefore, it is essential that you prepare the seminar material as indicated in the module handbook in advance of attending. However, this does not mean we expect students to know all of the answers all of the time - far from it. Students learn by getting things wrong, as well as right, and our seminars are such that we encourage students to have a go! That said, we know students do benefit by doing sufficient work in advance of the seminar, as then they really do gain the maximum benefit from it. This approach works as it prevents students 'sponging' off the work of others. It also prevents the seminar becoming a second lecture, which is fruitless for everyone. Absence If you are absent, which should be because of an emergency or serious illness only, then please be courteous and let your tutor know as soon as you can, preferably in advance. If you are absent for a significant period of time you must also inform the law student support staff in Southbourne. If the absence is due to illness or other personal problems, which may affect your assessments(s), you may need to submit an Exceptional Extension Request Form or an Extenuating Circumstance Form. These are available on shuspace or from Southbourne Helpdesk. Please see the submission of exceptional extension requests and the submission of extenuating circumstances for more information. Plagiarism We actively have systems that detect plagiarism, so please familiarise yourself with the SHU assessment and plagiarism regulations. These can be found on both shuspace and the Company Law Blackboard site. Important points there is a direct correlation between attendance, seminar preparation and good results in this module. students who always attend do very well in the module - Company law historically boasts a high level of 2:1 and 1st class student marks! students who don't attend regularly do very badly - poor attendees struggle with the legal concepts in company law and invariably fail. 9

10 ASSESSMENT Task No. TASK DESCRIPTION SI Code Task Weighting % Word Count / Duration 1 Essay Problem question CW 50% 2,000 2 Examination (Pre-Seen) EX 50% 2 hours ASSESSMENT CRITERIA The learning in the module is measured by two separate summative assessment tasks: coursework and an exam, marks from which count towards the overall module mark. It is also formatively assessed by a series of separate on-line tests in the form of multiple choice questions. Formative The series of multiple choice questions, comprising between 10 and 20 questions each, are set to supplement most seminar topic areas. These are completed after the lecture on the topic area, but before the seminar, however, are not linked to the overall module marks. Summative Task 1 Coursework. This task is a 2,000 word answer to a company law based problem question on semester one delivered materials. It is due in after the end of semester one (see Assessment Manager for exact date) and is weighted at 50% of the module marks. The coursework will be available to view on Blackboard just before reading week. Please note that staff are not allowed to comment on draft assignments in advance of submission. Please refer to further key information on this task on page 13 onwards below. Task 2 - Examination This task is a pre-seen exam where you are required to answer the questions set, within a two hour period. The assessment comes at the end of the academic teaching year in May. This task is also weighted at 50% of the module marks. The Criteria for Assessment You are assessed based on the following criteria, in both summative assessment tasks, in order to calculate whether the learning outcomes (above) have been met based on the question(s) set: Identification of the main legal issues raised Identification of the facts creating legal issues Coverage of the relevant law Application of the law to the facts Legal conclusions drawn Understanding of the topic Effective conclusion drawing together key themes Presentation of references Spelling, grammar and syntax Structure and Presentation 10

11 Pass Descriptor To pass the module a student will meet the following criteria: Sufficient key aspects of the main legal issues, raised by the question, are identified. Credible grasp of some relevant legal principles applied to the facts. Use of plausible legal and academic authority to back up arguments made. Some credible solutions incorporated in the work. The use of a recognised method of referencing (OSCOLA only for coursework). The work written is understandable and commensurate with a minimum standard acceptable for an English law degree. The work has some logical or credible structure and is presented in line with academic conventions and guidance supplied in an assessment rubric. Retrieval of failure The module is governed by university regulations on assessment which provides that a mark of 40% must be achieved in the module overall to pass. Re-assessment for students, who have not achieved the 40% module minimum mark, is done on a task for task basis. A new coursework question and new exam is set for the August re-assessment period on the same basis as the original tasks above. Under university regulations, following referral, the mark for each task is capped at 40%. Students will be able to benefit from general and specific feedback (see feedback section below) on the original task to help improve in the specific re-assessed task. FEEDBACK You will receive feedback on your performance in the following ways Feedback through seminars You will receive informal feedback from the tutor, and from peers, in relation to how you are progressing on the module in seminars. You can self-assess your own performance and understanding in these seminars, and reflect on how you might further enhance your own learning. Seminars are fortnightly so this method of feedback is immediate and built into the module from start to finish. Feedback through e-learning/formative assessment On-line Multiple Choice Questions (MCQ) Most seminar topics are supported by an on-line multiple choice test which acts primarily as formative assessment. The MCQ s are set up to give specific feedback on both correct and incorrect answers. This supplements understanding and knowledge and feeds back, on completion, on a question by question basis. Overall you gain a mark (e.g. a score out of 20) that immediately feeds-back to give an overall indicator of how successful your learning on that topic has been so far. As any learning gaps are filled by feedback on incorrect answers, and even correct answers are supplemented by feedback and additional information. This extra learning feeds-forward into the seminar on that topic. 11

12 Discussion boards & WIKI s These mechanisms allow for peer feedback in an environment where learning is not reliant on tutor input. It allows for the learning gained from these mechanisms to feed-forward into seminars, in addition to formative and summative assessment. My Grades Formative and summative feedback on marks can be accessed through the VLE Blackboard site. Formative results on the MCQ's are available immediately on completion of the test. Marks for summative assessment will be made in line with the timescales detailed below. Summative assessment Task 1 (problem question coursework). A tutor will complete a formal feedback sheet that is designed to give feedback on the key assessment criteria. This feedback allows you to see which areas of your learning on that assessment task have been good, and which areas need to be improved. The form allows you to reflect on the positives and negatives in your work and implement strategies to improve future work. It feeds-forward into the next assessment task as the key areas being assessed are automatically broken down into their component parts, so a student can focus future learning as appropriate. There is also an additional comments section that allows for specific comments on the work by the tutor and, by corollary, this gives you an indication how future work could be improved. Feedback would normally be made in line with timescales defined on Assessment Manager. Task 2 pre-seen exam. Feedback can be sought by students directly to tutors immediately following the release of marks. One-to-one feedback You can arrange to see a tutor individually during timetabled surgery time, or at a mutually convenient time, to obtain feedback on your learning. Usually this is best done following specific topics, and the seminars on that topic. 12

13 ASSESSMENT OF THE COURSEWORK PROBLEM QUESTION. The following two pages contain a copy of the marksheet that your tutor will complete for the problem question coursework assessment you are required to do. Please read it as it indicates what you need to do, in each aspect of your work, to gain the highest possible mark. Your work will be assessed on the following areas: IDENTIFICATION OF THE MAIN LEGAL ISSUES RAISED IDENTIFICATION OF THE FACTS CREATING LEGAL ISSUES COVERAGE OF THE RELEVANT LAW APPLICATION OF THE LAW TO THE FACTS LEGAL CONCLUSIONS DRAWN UNDERSTANDING OF THE TOPIC USE OF AUTHORITY OVERALL CONCLUSION DRAWING TOGETHER KEY THEMES PRESENTATION OF REFERENCES SPELLING, GRAMMAR AND SYNTAX - Note, this is extremely important. STRUCTURE AND PRESENTATION You should note that each section does not carry the same weighting, and that the final mark reflects the academic worth of the assignment as a whole. 13

14 FEEDBACK SHEET PROBLEM ASSESSMENT STUDENT NAME:...SAMPLE ONLY... MODULE:...SAMPLE ONLY... 1 st 70%and over 2:i 60-69% 2:ii 50-59% 3 rd 40-49% FAIL Between 30% and 39% FAIL Below 30% Introduction IDENTIFICATION OF THE MAIN LEGAL ISSUES RAISED Excellent and comprehensive synopsis of the main legal issues raised by the question. Accurate synopsis of the main legal issues raised by the question. Generally accurate synopsis of the majority of main legal issues raised by the question. Limited synopsis of the main legal issues raised by the question. Incomplete synopsis of the main legal issues raised by the question. Very little or no synopsis of the main legal issues raised by the question. Body of Essay IDENTIFICATION OF THE FACTS CREATING LEGAL ISSUES Comprehensive identification of the facts and the related salient legal issues throughout. Identification of the significant facts and the related legal issues throughout. Majority of the facts and the related legal issues identified throughout. Limited identification of facts and the related legal issues. Largely incomplete identification of the facts and the related legal issues. Very little or no identification of the facts and the related legal issues. COVERAGE OF THE RELEVANT LAW Excellent detailing of the relevant law. Accurate detailing of the relevant law. Generally accurate detailing of the relevant law. Limited detailing of the relevant law. Largely incomplete detailing of the relevant law. Very little or no detailing of the relevant law. APPLICATION OF THE LAW TO THE FACTS Excellent application. Cogent application. Reasonable application. Limited application. Largely incomplete application. Very little or no application. LEGAL CONCLUSIONS DRAWN Excellent conclusions drawing together your evidence and stating advice clearly. Cogent and intelligent conclusions generally. Conclusions attempted but lacking in adequate detail. Conclusions limited, perfunctory or repetitive. Largely incomplete conclusions. Very little or no attempt to conclude. UNDERSTANDING THE TOPIC A comprehensive and high degree of knowledge and understanding. Wide-ranging degree of knowledge and understanding. Reasonable knowledge and understanding. Limited knowledge and understanding. Largely incomplete knowledge and understanding. Very Little or no knowledge and understanding.

15 1 st 70%and over 2:i 60-69% 2:ii 50-59% 3 rd 40-49% FAIL Between 30% and 39% FAIL Below 30% USE OF AUTHORITY Excellent use of relevant authority for resolving the problem. Accurate use of relevant authority for resolving the problem. Adequate use of relevant authority. Some inadequate or irrelevant use of authority. Limited or weak use of relevant authority. Largely incomplete use of relevant authority. Very little or no use of relevant authority. Overall Conclusion OVERALL CONCLUSION Excellent conclusion drawing together the key themes of advice given, avoiding unnecessary repetition. Accurate conclusion drawing together most of the main points of advice, with limited unnecessary repetition. Adequate conclusion drawing together the general themes of advice given. Conclusion lacks meaningful content and is largely repetitive. Conclusion is incomplete, vague, and/or repetitive. Very limited conclusion or conclusion missing. Other Key Features PRESENTATION OF REFERENCES References used effectively and appropriately cited, formatted and listed. References generally used correctly and appropriately cited, formatted and listed. References used inconsistently and occasionally incorrectly cited, formatted and listed. References infrequently used correctly, cited, formatted or listed, correctly. References poorly used, cited and formatted. Weak bibliography. Very little or no attempt at referencing or citations. Very weak or no bibliography. SPELLING, GRAMMAR AND SYNTAX No, or extremely few, errors of grammar, spelling or syntax. Articulate and persuasive use of English. Few errors of grammar, spelling or syntax. Effective use of English. Occasional errors of grammar, spelling or syntax. Style generally effective. Frequent errors of grammar, spelling or syntax. Style too casual, too colloquial and/or careless. Grammar, spelling and/or syntax, and use of English, is consistently poor. Grammar, spelling and/or syntax, and use of English, need urgent attention. STRUCTURE AND PRESENTATION Carefully organised, coherently structured and excellently presented. Well organised structure and presentation. Organisation, structure and presentation generally satisfactory. Careless organisation, structure and presentation. Poor organisation, structure and presentation. Very poor organisation, structure and presentation. 15

16 LEARNING RESOURCES (Including textbooks and materials) The key learning resources available to support students learning are: Textbooks: Alan Dignam and John Lowry, Company Law (7 th edn, OUP 2012) Brenda Hannigam, Company Law (3 rd edn, OUP 2012) Charles Wild and Stuart Weinstein, Smith & Keenan s Company Law (16 th edn, Longman 2013) Stephen Mayson, Derek French and Christopher Ryan, Mayson French & Ryan on Company Law (30th edn, OUP 2013) Cases & Materials Textbook: Len Sealy & Sarah Worthington, Cases and Materials on Company Law (10 th edn, OUP 2013) Statute Book: Derek French, Blackstone s Statutes on Company Law (OUP, Oxford 2013) Other learning resources: The Virtual Learning Environment (VLE) the e-learning mechanism known as Shuspace and specifically Blackboard (also see above) Legal databases in particular Westlaw and LexisLibrary o These resources are invaluable as they provide on-line electronic links to cases, statutes, journal articles and other key legal materials The Learning Centre o Core text books o Key text area o Silent study area o Group study areas o Individual work areas o PC s, Wifi for laptops o Hire of audio-visual equipment Company Law Module Manual (details of key information it contains can be found above) Lecture slides o These are available to print off in advance of lectures to assist with note taking and to form a basis for research for seminars. These will also be a useful aid to revision later on in the module. Screen-casts o Occasionally screen-casts are used to graphically present legal material or to explain seminar or lecture concepts. This can be a useful way to start logically constructing structured legal arguments. Company Law Club on-line o This is an on-line resource with up-to-date information on all the key areas covered by the course.

17 Guide to Referencing and Citation for Law Students Thorough, accurate and consistent referencing is essential in all academic work. Whenever you refer to either the work or ideas of someone, or are influenced by another's work, it is crucial that you acknowledge this. Similarly, if you make a direct quotation from someone's work, this must be referred to accurately. There are a number of systems of referencing. This guide offers guidance based on the fourth edition (4 th edn, Hart Publishers 2012) of the Oxford University Standard for the Citation of Legal Authorities (OSCOLA). The full OSCOLA document, giving more examples and covering the full range of materials/sources, is available online from Oxford University. Quotations and Referencing As the OSCOLA guide explains: There are two golden rules for the citation of legal authorities. One is consistency. The other is consideration for the reader. Legal writing is more persuasive when the author refers to legal materials in a clear, consistent and familiar way. When it is easy to identify and to find the author s sources, it becomes easier for the reader to follow the argument. 1 Passages taken from the work of others must be suitably acknowledged with the use of quotation marks and a clear reference to the source. Accurate quoting and referencing give credit both to you and to those whose work you have used. References and quotes reflect your research and indicate the breadth and depth of the reading you have undertaken. They also allow others to follow up on the work that you have done. Plagiarism If you do not accurately reference your work, you may commit plagiarism. This is a disciplinary offence under the University's Assessment Regulations, is regarded as cheating (whether intentional or not), and will normally result in the coursework/assessment being marked as zero. More serious consequences are also likely to follow. You should be aware that the Law Society and Bar Council requires all applicants for membership to declare whether they have ever 'committed an act of plagiarism or cheating in any form of assessment', and will require two referees to provide written statements to the Society concerning the issue. You should also be aware that employers are extremely reluctant to hire people who have been found guilty of acts of dishonesty. It is important, therefore, to make a careful note of your sources of information as you are doing your research and collecting materials to incorporate in your answer, so that you can identify and acknowledge them when writing up and list those sources in your bibliography. For more details regarding plagiarism and collusion please refer to the University regulations which can be found on the student intranet at under Misconduct. If you are still in doubt about this issue, please see your academic advisor or module tutor. 1 OSCOLA (4 th edn, Hart Publishers 2012) 1. 17

18 References: Footnotes Law coursework should be referenced using footnotes (rather than endnotes or Harvard/intext citation). Each time you use a source, directly or indirectly, the reference must be accompanied by a footnote giving details of the source, as outlined below. Your footnotes will give the details of the source, including page or paragraph numbers where appropriate. Close each footnote with a full stop (or, exceptionally, a question or exclamation mark). In the main body of your coursework, substantial quotations (of three lines or more) should be single spaced, indented from the margin and preceded by a colon (quotation marks should not be used). This ensures that there is a clear distinction between your own words and the words you are quoting. For example: Howarth has argued that: In cases involving injuries caused by the police in the course of apprehending suspects, whether the injury is to the suspect or to third parties, a relevant consideration is the public interest in the punishment and prevention of crime. The more dangerous the criminal to public safety, the more risks the police should be entitled to take. 2 The number after the quote - in this case 2 - links to a footnote giving details of the source quoted, including the page(s) or paragraph number(s) (see below). Shorter quotations (of up to three lines) should be enclosed within quotation marks. For example: Dixon suggests that, under the revised regime introduced by the Land Registration Act 2002, successful new claims to adverse possession of registered land are likely to slow to a thin trickle. 3 For further guidance on footnotes, see OSCOLA, pages 3-5. How to reference specific materials in footnotes Books: When referencing books/textbooks, the format is: Author, title (edition - if not the first, publisher year) page(s). For example: David Howarth, Textbook on Tort (Butterworths 1995) 51. Hilaire Barnett, Constitutional & Administrative Law (10 th edn, Routledge 2013) David Howarth Textbook on Tort (Butterworths 1995) Martin Dixon, Modern Land Law (8 th edn, Routledge 2012)

19 If there are two authors, name both; more than two, name only the first followed by 'and others'. Thus: William Twining and David Miers, How to do Things with Rules (4th edn, Cambridge University Press 1999). Royston Goode and others, Transnational Commercial Law: International Instruments and Commentary (OUP 2004). When referencing edited books, the editor/s name/s should be followed by (ed). For example: Richard Wilson (ed), Human Rights in the War on Terror (Cambridge University Press 2005). A chapter in an edited book should give: Author, 'title of the chapter', the edited book reference. Thus: Geoffrey Robertson, Fair Trials for Terrorists? in Richard Wilson (ed), Human Rights in the War on Terror (Cambridge University Press 2005). For further guidance on referencing books, see OSCOLA, pages Journal Articles: When referencing journal articles, the format is: For example: Author, 'title of article' (year) volume(issue) journal name or abbreviation first page, specific page(s) that is/are being referred to or from which the quotation used is taken. Clare McGlynn, 'Families, Partnerships and Law Reform in the European Union: Balancing Disciplinarity and Liberalisation' (2006) 69(1) MLR 92, 94. If you are using a journal article that has only been published electronically, use the same format as above, but add the web address or details of the database used to access the article, followed by the date on which you most recently accessed the article. For example: Richard Stone, Forming Contracts without Offer and Acceptance, Lord Denning and the Harmonisation of English Contract Law (2012) 4 Web JCLI < accessed 1 August When referencing journal articles, use an accepted abbreviated form of the journal name where available; you can search by name/title on the Cardiff Site. For example, MLR is the preferred abbreviation for Modern Law Review. For further guidance on referencing journal articles, see OSCOLA, pages

20 Online/Electronic Sources: When referencing online sources, the format is: Author, title (site, date of article/source) <address> date accessed. For example (taken from OSCOLA): Sarah Cole, Virtual Friend Fires Employee (Naked Law, 1 May 2009) < accessed 19 November General note: If you are using an electronic source do not simply copy and paste from the browser's address bar. You should always provide the title of the work you are referencing and the author and date, if available, separate from the URL. You should ensure that any web address is permanent so that it can be followed by the reader. For further guidance on referencing online sources, see OSCOLA, page 42. News/Newspaper Articles: When referencing newspaper articles, the format is: Example: Author, the title the name of the newspaper in italics (city of publication, date). Vikram Dodd, Two Held Over Suspected Mosque Bombing Campaign The Guardian (London, 20 July 2013) If the article is sourced from the internet, provide the web address and date of access. Example: Peter Woodman, Drink-drive Accidents Soared by 25% Last Year The Independent (London, 1 August 2013) < accessed 1 August Radio, Television and Film Use the following styles for radio and television programmes and films. Radio: Title of broadcast, date of broadcast, station; e.g. Unreliable evidence, 24/04/2010, BBC Radio 4 If you have listened to a recording of the show provided through the VOD service or a CD recording, add [VOD Sound recording off-air] or [Sound recording off-air] as appropriate, e.g. Law in action, 25/02/2010, [VOD Sound recording off-air] BBC Radio 4 Television: Title of broadcast, date of broadcast, station; e.g. 20

21 In search of medieval Britain: Heartlands, 23/04/2010, BBC4 If you have watched a recording of the show provided through the VOD service or a DVD recording, add [VOD recording off-air] or [DVD off-air] as appropriate, e.g. Criminal law, 18/11/2006, [DVD off-air] ITV3 Feature films / training films: Title, year of release, [format], director / presenter, production company; e.g. Property, 2009, [DVD], Lucinda Acland, Legal Network Television Filmed lectures: Title, date of lecture, [format], lecturer; e.g. Confession and identification evidence, 17/02/2010, [VOD Off-air], Bob Hoskins If you watch / listen to a broadcast via a service such as iplayer, use the original date of broadcast. Personal Communications: If you have conducted empirical research as part of your dissertation and need to quote from a personal communication (whether an or letter), give the name of the author and the recipient of the communication, and the date. If you are yourself the author or recipient of the communication, say from author or to author as appropriate. Example: Letter from Nick Clegg to author (20 January 2013) Parliamentary Proceedings Refer to debates reported in Hansard as follows: HC Deb or HL Deb followed by date, volume, and column/s. Thus: HC Deb 7 February 1940, vol 357, cols HL Deb 1 July 2013, vol 746, col 975 HL Deb 21 July 2005, vol 673, col WA261 HC Deb 25 July 2006, vol 449, col 1199W HC denotes House of Commons / HL denotes House of Lords The W and WA refer to written answers. If you are quoting from before 2001, put WA in parentheses to indicate a written answer. Refer to Bill committee debates reported in Hansard as follows: title of the Bill followed by Deb date, column. Thus: Armed Forces Bill Deb 17 February 2011, cols

22 Refer to other committee material, such as reports, as follows: name of committee, report title in italics then in brackets house session, paper number. Thus: Business, Innovation and Skills Committee, Is Kraft Working for Cadbury? (HC , 871) Other official materials For materials such as reports of law reform bodies or government departments, give the name of the organisation/department, the title of the report (in italics) and reference number if any, and the date in brackets. If you are referring to, or quoting from, a specific page or paragraph, add the page or paragraph (para) number after the brackets. Thus: Home Office, Ending Gang and Youth Violence Report: One Year On (Cm 8493, 2012) 12. Criminal Law Revision Committee, Theft and Related Offences (Cmnd 2977, 1966). Joint Committee on Human Rights, Enhancing Parliament s Role in Relation to Human Rights Judgments ( , HL 85, HC 455) paras Law Commission, Liability for Psychiatric Illness, Consultation Paper No 137 (1995). To list Royal Commissions, give the title of the Commission's Report plus year; Command number; Chair's name. Thus: Report of the Royal Commission on Gambling (1978, Cmnd 7200, Chairman Lord Rothschild) European Commission documents For European Commission documents, give the following details: the body that produced the document, the title and the COM number. Thus: Commission, 'Proposal for a Council Regulation repealing Regulation (EEC) No 3448/80 on the implementation of Article 43 of the 1979 Act of Accession concerning the system of trade applicable to the goods covered by Regulations (EEC) No 3033/80 and (EEC) No 3035/80' COM(2010) 751 final Statute and Case Law Statute and case law are two of the principal sources of law in the United Kingdom. When referring to statutes in your coursework, the title of the Act (or an abbreviated version of) should generally be included main body of your answer (rather than only in a footnote). 22

23 UK legislation: Cite a statute by its title (using capitals for the major words) and year, and section etc as appropriate. For example: Unfair Contract Terms Act 1977, s 2(1) Human Rights Act 1998, s 3(1) For further guidance on referencing UK legislation, see OSCOLA, pages EU legislation Type of legislation number title OJ reference, article number. For example (taken from OSCOLA document): Council Regulation (EC) 139/2004 on the control of concentrations between undertakings (EC Merger Regulation) [2004] OJ L24/1, art 5 For further guidance on referencing EU legislation, see OSCOLA, pages Case Law: The components of a typical case citation are the case name, the neutral citation and the law report. 4 The neutral citation will be the official number attributed to the judgment by the court and must always be used on at least one occasion when the judgment is cited in a later judgment. Once the judgment is reported, the neutral citation will appear in front of the familiar citation from the law report series. Thus: Smith v Jones [2001] EWCA Civ 10, [2001] QB 124, [2001] 2 All ER 364, etc. Cases should be cited as follows: Where no neutral citation is available: Case name citation (court) page. Example: Re W (a minor) (medical treatment) [1992] 4 All ER 627 (CA (Civ)) 646 Where a neutral citation is available: Case name neutral citation, report citation, page. Example: R. (on the application of L) v Commissioner of Police of the Metropolis [2009] UKSC 3, [2010] 1 AC 410, 412 If you have used a report with paragraphs rather than pages, put the paragraph(s) numbers in [ ] after the citation, e.g. A v Secretary of State for the Home Department [2004] UKHL 56 [118]-[119] 4 OSCOLA (4 th edn, Hart Publishers 2012)

24 When referring to case law in your coursework, the name of the case (in italics) should generally be included in the main body of your answer, whilst the citation should be placed in a footnote. For example: In the case of Re W (a minor) (Medical Treatment) 5 it was held that For further guidance on referencing cases, see OSCOLA, pages Bibliography, Table of Cases and Table of Statutes A bibliography, a table of cases, and a table statutes, should be provided at the end of your coursework (each should start on a separate page). Bibliography The rules for bibliography are based on OSCOLA (pages 11-12) - see for details. A bibliography gives details of the books, articles, Parliamentary proceedings, government publications and other sources that you have quoted from, referred to, or cited in your answer This should appear at the end of your assignment, starting on a new page. Items in the Bibliography should be ordered alphabetically by author surname and, when there is more than one entry by an author, then by date. Where there are two or more works by an author in the same year distinguish them by date and letter (e.g. 1995a; 1995b). Items in bibliographies should take the same form as the citations used in footnotes (see guidance above), with the following important exceptions: i. Your footnotes will, where necessary, specify the page/s or paragraph/s used for the particular reference (these should not be included in your bibliography). ii. In the bibliography, the author's surname comes first, followed by initial(s) (which, as opposed to in footnotes, are used instead of the author s full forename). Books For the purposes of a bibliography, the format is: Author surname initial(s), Title in Italics (edition if not the first, publisher date) Example: Treitel G H, The Law of Contract (12th edn, Sweet and Maxwell 1995) 5 [1992] 4 All ER 627 (CA (Civ))

25 Journals When referencing journal articles in a bibliography, give author's surname and initials, the title in single inverted commas, year, volume, issue, journal name and page references. Example: McGlynn C, 'Families, Partnerships and Law Reform in the European Union: Balancing Disciplinarity and Liberalisation' (2006) 69(1) MLR 92 Table of Cases Give a list of cases after your bibliography, starting on a new page. List the cases alphabetically by title. Note: if you have used a database to access case reports, list the details of the cases as detailed below. Do not give the address of the item(s) from the database. The case below is an example of a case with a neutral citation and a citation from the ICLR Law Reports. OBG Ltd and another v Allan and others Douglas and others v Hello! Ltd and others (No 3) Mainstream Properties Ltd v Young [2007] UKHL 21, [2008] 1 AC 1 For pre-2001 cases you will only need to list the report(s) Pepper (Inspector of Taxes) v Hart [1993] AC 593 (HL) In the case where there is no neutral citation, indicate the court in brackets, e.g. (HL) for House of Lords, (QB) for Queen's Bench. Table of European Cases If you have referred to European cases, list them after the UK cases in a separate list. European cases are cited as follows: European Court of Justice and General Court Case 151/73 Ireland v Council [1974] 1 CMLR 429 Case 240/83 Procureur de la République v ADBHU [1985] ECR 531 Where possible cite the official reports, the European Court Reports (ECR). If an ECR report is unavailable, the second best report is usually the Common Market Law Reports (CMLR). The Law Reports, the Weekly Law Reports or the All England Reports can also be cited. For an unreported case, cite the relevant notice in the Official Journal (OJ). If not yet reported in the OJ, then cite the case number, case name, court, and date of judgment. If you wish to refer to the Opinion of the Advocate General in a case, simply add 'Opinion of AG {name}' after the case details. 25

26 European Commission competition decisions Aluminium Cartel [1985] OJ L92/1 European Commission Merger Task-Force/ Competition Directorate Alcatel/Telettra (Case IV/M042) Commission Decision 91/251/EEC [1991] OJ L122/48 European Court of Human Rights Cite the official reports or the European Human Rights Reports, using one or the other consistently. Plattform Ärtze für das Leben v Austria (1988) Series A no 139 Young, James and Webster v UK (1982) 4 EHRR 38 Table of Statutes Give a list of statutes after your table of cases, starting on a new page. Statutes should be listed alphabetically by short title and year. For example: Human Rights Act 1998 Legal Services Act 2007 Sale and Supply of Goods Act 1994 Table of EU legislation If you need to refer to EC legislation, do so in a list after the Table of Statutes. Provide the legislation type, number and title, then publication details from the Official Journal (OJ). Order the list by year then number. Council Regulation (EC) 1984/2003 of 8 April 2003 introducing a system for the statistical monitoring of trade in bluefin tuna, swordfish and big eye tuna within the Community [2003] OJ L295/1 For further guidance on bibliographies, tables of cases, and tables of statutes, see OSCOLA, pages Further help You can get more help with referencing from the following:- The SHU Library Gateway referencing pages: the Learning Centre Helpdesks 26