BUSINESS AND COMPANY LAW
Module Aim
The aims of this module are two-fold.
 It is designed to equip candidates with a working understanding of two areas of
business law, namely the law relating to contracts and the tort of negligence.
The focus of this part of the course is to provide a framework within which
candidates can apply their knowledge and understanding of the relevant legal
rules covered to key legal rights and obligations present to doing business.
 Secondly, it aims to equip candidates with a firm understanding of key aspects of
company law. The focus of this part is to provide candidates with a working
knowledge of the regulatory framework which govern the use of a company as a
business entity as well as a working understanding of the interaction between
the corporate legal and regulatory framework and the accompanying disclosure
regime that complements and supports the implementation of good corporate
governance practice for companies.
Syllabus Learning Outcomes
Upon successful completion of the module, candidates are expected to be able to:
 Apply their knowledge of the law of torts to establish the presence or absence of
tortious liability and the consequences which may result;
 Discuss the various legal and regulatory rules covered in the course and the
respective rights and obligations created under these;
 Apply their knowledge of the legal rules governing contracts to determine:
- The existence and validity of a contract;
- The rights and obligations of the parties to a contract;
 Discuss and explain the regulatory framework, mechanisms and laws relating to
corporate decision making, operations and governance;
 Discuss and apply the law governing various duties owed by officers of the
company imposed by law and relevant regulatory instruments;
 Discuss and apply the law relating to disclosure obligations (particularly in
relation to listed companies);
 Discuss and apply the law governing corporate rescue and winding-up; and
 Analyse, explain and apply the essential aspects of a good corporate governance
framework and practice for companies.
Module Outline and Detailed Syllabuses
1. Introduction to the Singapore Legal System (This Part will not be directly examined
on. It is, however, an essential component of the module as it provides background
information and context which candidates will need to be familiar with so as to be
able to benefit fully from the module. A strong understanding of the topics in this
part is also essential for candidates to be able to address some of the issues related
to the examinable topics comprehensively.)

The Singapore Legal System – Statutes and their creation; Sources of Singapore Law:
Statutes and Cases; Distinction between Criminal and Civil Law; Dispute Resolution and
Enforcement Mechanisms.
BUSINESS AND COMPANY LAW
2. Law of Torts (approximately 10 to 15%)
 The law of Negligence (with particular focus on Professional Negligence);
 Vicarious liability
3. Contract Law (approximately 25 to 30%)
 Law of Contracts – Contract formation and Contents; Performance; Payment and
Vitiation of Contracts; Breach; Termination; Remedies; Parties; Agency Law;
4. Company Law (approximately 55 to 60%)
(a) Overview of the various organisational forms for doing business – Introduction
to various organisational structures for doing business; Distinction between
Companies and other business forms (eg Partnerships, Limited Liability
Partnerships and Limited Partnerships)
(b) Legal Framework for Companies – Sources of Company Law; How companies
are regulated; Types of Companies; Corporate Groups; Corporate architecture
(c) Legal Nature of Companies – in Corporate Personalty; Constitution and
introduction to Legal aspects of Corporate Finance.
(d) Powers of Management and Corporate Decision-Making – The Board of
Directors and the General Meeting of Shareholders and allocation of powers of
management; Corporate contracting; the Law of Meetings.
(e) Rights and Remedies of shareholders – The Proper Plaintiff Rule; Derivative
actions; Enforcement of Personal Rights by Shareholders; Shareholder
Remedies.
(f) Duties of Directors and Officers – The role of directors; Administrative and
substantive duties imposed by legislation; Common law duty of care; Fiduciary
duties; Consequences of Breach.
(g) Disclosure and reporting requirements for companies – Regulatory Framework
for Disclosure and Reporting; Sources of Disclosure Obligations and Reporting
Requirements; Key Disclosure Obligations for Officers, Shareholders and
Companies.
(h) Corporate Insolvency and Rescue – Corporate Insolvency and winding-up;
Distribution of Assets; the Law of Preferences; Schemes of Arrangements and
Judicial Management.
(i) Essential elements of Corporate Governance – Introduction to key concepts
relating to Corporate Governance; the Singapore Code of Corporate
Governance; Corporate Governance mechanisms and their functions.