Corporate and Business Law (F4) (English law) 1. English legal system 2. Contract law 3. The law of torts 4. Employment law 5. Agency law 6. Types of Business Organization 7. Corporations and legal personality 8. Capital and financing 9. Directors 10.Corporate administration 11.Insolvency 12.Corporate and fraudulent behavior Unit 1 : English legal system (Learning Objectives) Explain the difference between civil and criminal law Explain the structure and operation of the civil courts and tribunal system Explain the meaning of judicial precedent, ratio decidendi and obiter dicta Illustrate how the doctrine of judicial precedent works in relation to the civil courts Explain how legislation is made and doctrine of sovereignty Set out the rules and presumptions used by the courts in interpreting statutes Identify the concept of human rights as expressed in the Human Rights Act 1998(HRA 1998) Unit 2 : Contract law (Learning Objectives) Explain the essential elements of a contract Explain what is and what is not an offer Explain the meaning and consequences of acceptance Explain the meaning of consideration Explain the doctrine of privity and the main exceptions Distinguish the presumptions relating to the intention to create Legal relations Distinguish terms from mere representations Define the various contractual terms Explain the effect of exclusions and evaluate their control Explain the meaning and effect of breach of contract Explain the rules relating to the award of damages Analyze the equitable remedies for the breach of contract Unit 3 : The law of torts (Learning Objectives) Define a tort and show how it is different from a contract Explain the elements of negligence Discuss defenses to an action in negligence Relate the basic principles to accountants Explain the basics of passing off Unit 4 : Employment law (Learning Objectives) Distinguish between employees and self employed Explain the nature of contract of the employment and give examples of the main duties placed on the parties to such a contract Distinguish between wrongful and unfair dismissal, including constructive dismissal Explain what is meant by redundancy Discuss the remedies available to those who have been subject to unfair dismissal or redundancy Unit 5 : Agency law (Learning Objectives) Define the role of the agent and give examples of such relationships, paying particular regard to partners and company directors Explain how the agency relationship is established Define the authority of the agent Explain the potential liability of both principal and agent Unit 6 : Types of business organization - (Learning Objectives) Distinguish between different types of business organization Explain the different types of partnership In relation to general or ordinary partnerships: Discuss how they are established Explain the authority of the partners in relation to partnership activity Outline the liability of the partners for partnership debts Explain the ways in which they can be brought to an end Unit 7 : Corporations and legal personality (Learning Objectives) Explain the meaning and effect of limited liability Explain meaning of LLPs and compare companies and partnerships Analyze the different types of companies , especially public and private companies Illustrate the effect of separate personality Recognize instances where separate personality will be ignored Explain the role and duties of company promoters Describe the procedure for registering companies, both private and public Describe the contents of model articles of association Analyze the effect of a company’s articles Explain how articles of association can be changed Describe the statutory books, records and returns that companies must keep or make Unit 8 : Capital and financing (Learning Objectives) Understand the different meanings of capital Illustrate the difference between various classes of shares Explain the procedure for the variation of class rights Define companies’ borrowing power Explain the meaning of debenture Distinguish loan capital from share capital Explain the concept of a company charge and distinguish between fixed and floating charges Describe the need and the procedure for registering company charges Explain the doctrine of capital maintenance and capital reduction Examine the effect of issuing shares at either a discount or a premium Explain the rules governing the distribution of dividends in both private and public companies Unit 9 : Directors (Learning Objectives) Explain the role of directors in the operation of the company Discuss the ways in which the directors are appointed, can lose their office or be subject to a disqualification order Distinguish between the powers of the board of directors, the managing directors and individual directors to bind the company Explain the duties that directors owe to their companies Demonstrate an understanding of the way in which statute law has attempted to control directors Unit 10 : Corporate administration (Learning Objectives) Discuss the appointment, duties and powers of, a company secretary Discuss the appointment, duties and powers of, the company auditors Distinguish between types of meetings: general meetings and annual general meetings Explain the procedure for calling such meetings Detail the procedure for conducting company meetings Distinguish between types of resolutions: ordinary, special and written Unit 11 : Insolvency (Learning Objectives) Explain the meaning of and the procedure involved in voluntary liquidation Explain the meaning of and the procedure involved in compulsory liquidation Explain administration as an alternative to liquidation Unit 12 : Corporate and fraudulent behavior (Learning Objectives) Recognize the nature and legal control over insider dealing and market abuse Recognize the nature and legal control over money laundering Recognize the nature and legal control over bribery Distinguish potential criminal activity in the operation, management and winding up of companies Distinguish between fraudulent and wrongful trading
