Corporate and
Business Law
(LW GLO)
September 2022August 2023
Examiner’s report
The examining team share their observations from the
marking process to highlight strengths and
weaknesses in candidates’ performance, and to offer
constructive advice for those sitting the exam in the
future.
Contents
General Comments ............................................................. 2
Comments on Section A performance ................................ 2
Example 1 ........................................................................ 3
Example 2 ........................................................................ 4
Example 3 ........................................................................ 4
Example 4 ........................................................................ 4
Example 5 ........................................................................ 5
Example 6 ........................................................................ 5
Comments on Section B performance ................................ 5
Examiner’s report – LW GLO September 2022-August 2023
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General Comments
The exam is divided into two parts: Section A comprises 45 multiple choice
questions (MCQs) of either 1 or 2 marks to a total of 70 marks, while Section B
contains 5 scenario-based questions each worth a total of 6 marks giving the normal
overall total of 100 marks. All questions are compulsory, and the exam time period is
2 hours.
As a fully computer-based examination format, all questions are structured so as to
be capable of objective marking. The current structure shows division in the previous
examination structure between essentially knowledge-based questions and
questions requiring, not merely knowledge but analysis and application in addition.
On the whole the candidates’ performance is consistently reasonable. Nonetheless
all questions are rigorously assessed in the light of candidates’ performance and
remedial measures may be taken to improve questions.
Comments on Section A performance
In analysing the overall performance, it can still be seen that candidates fared better
in this section than in the analysis/application section and there is certainly no
evidence that any candidates suffered as a result of their performance in Section A
as opposed to Section B.
As might be expected, the less complicated 1 mark questions tended to be answered
better than the more complex 2 mark questions.
As in previous examinations, the field of material to be covered did not prove a major
difficulty. However, it has to be recognised that candidates showed problems in
dealing with the more difficult questions in areas of the syllabus in which they have
traditionally struggled.
It remains the case that some candidates may have chosen simply to ignore certain,
more difficult areas, of the syllabus in order to focus attention on the, perhaps, less
challenging aspects of the syllabus. It can only be counselled that such tactics are
risky in the extreme, especially when such topics appear in Section B of the exam.
This report had chosen to focus on questions contained in Section A of the exam as
it might be useful to highlight some approaches to dealing with particular question
structures requiring true or false answers. Some questions proved particularly
problematic for the simple reason that they required a very detailed level of
knowledge. Others, although knowledge based still required careful thought in order
to come up with the correct answer. Some of these issues will now be considered.
Throughout the world, there are many systems of law. The syllabus of the Global
course, however, specifically covers only three distinct systems of law: Common law,
Civil law and Sharia law. Although English law is the default in many of the
substantive areas covered in the syllabus, such as company law, in terms of
procedure and operation each of the three named areas are subject to study and
examination. The purpose and effect of this is that candidates are required to
Examiner’s report – LW GLO September 2022-August 2023
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become aware of that differentiation and to recognise how the other systems, and of
course alternative systems not dealt with, operate.
It is possible for candidates not to engage with any system other than the one under
which they operate but the other systems will be examined in every exam and
candidates so doing run the risk of not even attempting questions that might
otherwise lead to their passing the exam.
In relation to the Global syllabus, this report focuses on two questions, one for 1
mark and the other for 2, in this part of the syllabus that have proven to be more
difficult than might have been expected. Whether this is due to candidates simply not
electing to study alternative legal systems is unknowable but if it is, it is certainly
unwise.
Example 1
Which of the following ICC Incoterms requires the seller to deliver the
goods to a port in the country of import?
1.
2.
3.
DAP
FAS
CFR
The answer is CFR, Cost and Freight, where the seller pays for all costs and freight
to deliver the goods to a port in the country of import. This short 1 mark question was
chosen for two reasons. First, as has been reported previously, Incoterms are not
done as well as they should be by candidates. The topic is frequently examined;
there are only eleven terms which are quite straightforward once they have been
learned. However, candidates tend to gloss over them and miss the opportunity of
some easy marks.
Second the fact that a new set of ICC Incoterms were issued in 2020 should be
emphasised, in case candidates are using not up to date texts. The only real
difference is that the new term DPU, Delivered At Place Unloaded, replaces the
former term DAT (Delivered At Terminal). The seller delivers when the goods, once
unloaded are placed at the disposal of the buyer at a named place of destination.
The seller bears all risks involved in bringing the goods to and unloading them at the
named place of destination. This is now examinable, but it as yet has not been
examined.
Examiner’s report – LW GLO September 2022-August 2023
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Example 2
Which TWO of the following are presumptions which underpin statutory
interpretation?
1.
2.
3.
4.
A statute repeals earlier legislation on the same subject matter
The common law is not altered by a statute
A statute overrides existing laws unless stated
A citizen deprived of property by statute should be compensated
This question relates to presumptions in statutory interpretation made by judges in
English law. It is quite a difficult area in the Global syllabus. Options 2 and 4 are the
correct answers. If a statute is capable of two interpretations, and one involves the
alteration of common law then it will be presumed that the statute does not alter the
existing common law. Further, if a statute deprives a person of property, then they
will be compensated.
Example 3
What notice period and percentage of votes are required to pass a special
resolution?
1.
2.
3.
4.
14 days notice and 75% of votes cast
28 days notice and 75% of votes cast
14 days notice and 75% of votes entitled to be cast
28 days notice and 75% of votes entitled to be cast
The question actually tells candidates that special resolutions require a specific
notice period and need a specific percentage of votes to support it and the question
clearly sets out versions of both of these requirements. The more you look at it the
more challenging it becomes. The best way to deal with it is to think of the answer
before considering the options. It is about special resolutions. Do you know what
they require? If so, then it is just a matter of looking for your answer among the
distractors. The answer is option 1.
Example 4
Which TWO of the following may validly petition the court for a compulsory
liquidation?
1.
2.
3.
4.
A dissatisfied member who can show that it is just and equitable to wind
the company up
A creditor who can prove that the company’s assets are less than its
liabilities
A creditor owed £700 who has served a written demand for payment but
not been paid within 21 days
The government, if a private company has not obtained a trading
certificate within one year of incorporation
Examiner’s report – LW GLO September 2022-August 2023
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Once again. the candidate has to know the topic with some precision. If they have
studied the area then they should be aware of ‘just and equitable’ winding up, so
option 1 should be relatively straight forward. Option 2 seems general, but as
thoroughly prepared candidates will know it is also correct. The answer to this
question is therefore 1 and 2. Option 3 tempts the less certain person who
remembers that debts involving £700 give rise to the action but the precise figure is
£750. With regard to option 4, companies may be wound up on such grounds but it is
certainly not by the government.
Example 5
Indicate whether each of the following procedures amounts to variation of
class rights or not.
1.
2.
A new class of preference shares is issued which takes priority over an
existing class of ordinary shares
Shares of one class are subdivided with the effect of increasing the
voting rights of that class
This question presents candidates with two options and they have to decide if they
are variations or not. If you are uncertain you might think that, given two options one
of them will be a variation and the other not and in 2, the shareholder looks as if they
are getting something additional. Unfortunately, neither of these procedures amount
to variations as has been held in the courts.
Example 6
Which TWO conditions must be met for a company to be classified as a microentity?
1.
2.
3.
4.
Annual turnover should not be more than £316,000
Annual turnover should not be more than £632,000
Number of employees should not be more than 10
Number of employees should not be more than 15
This question is examining the minutiae of company law, and it is worth emphasising
that all aspects of the syllabus will be examined over time, so it is dangerous to avoid
any areas. Once again, the question is difficult to second guess. It deals with microentities so surely it should be the two smallest options, or are they only there as
distractions. Without actual knowledge is very difficult to guess. In fact, the answer is
2 and 3.
Comments on Section B performance
This element of the exam requires both analysis and application, which skills
traditionally candidates have found difficult. The scenarios are short, and questions
are subdivided and focussed. What the questions under the structure seek to do is to
encourage candidates to demonstrate their understanding of and ability to apply
Examiner’s report – LW GLO September 2022-August 2023
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particular legal principles and concepts. Consequently, answers are shorter than
discursive answers, but they cannot be provided without the same underlying
knowledge.
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