F4 – Corporate And Business Law

(1) English Legal System

(i) criminal law and civil law

(ii) the court system
.explanation of the hierarchy of the court system and how it operates
.the three track system
.other courts and their details
.supreme court (established in October 2009)
.tribunals: -types
-employment tribunals
-advantage and disadvantage of tribunal
(iii) sources of law
.case law: -definition
-case law is divided into two parts
-doctrine of judicial precedent
-factors in deciding whether a precedent is binding or not
-advantages & disadvantages of judicial precedent
(iv) legislation
.acts of parliament
.doctrine of sovereignty of parliament
.delegated legislation (advantages & disadvantages)
.means of controlling delegated legislation
(v) rules to statutory interpretation
.aids to interpretation
.rules
.human right act 1998

(2) Contract Law

(i) essential elements of a valid contract

(ii) offer
.definition & explanation
.unilateral offer
.counter offer
.what is not an offer
.termination of an offer
(iii) acceptance
.definition
.explanation
.postal rule
(iv) consideration
.definition
.explanation
.types of consideration
.adequate & past consideration
.performance of an existing duty
.the part-payment problem (problem, general rule & exceptions)
.promissory estoppel
 (v) privity of contract
.general rules & exceptions
(vi) intention to create legal relations
.explanation
.domestic or social agreements
.commercial agreements
(vii) contractual terms
.statement & representation
.sources of terms
.types of terms
(viii) exclusion clauses
.definition
.common law rules
.incorporation
.statutory rules
(ix) breach of contract
.its occurrence
.types of breach
(x) damages
.definition
.liquidated damages
.assessment of unliquidated damages
.penalty clauses
(xi) equitable remedies
.the equitable remedies and when they are granted

(3) The Law Of Torts

(i) understand the nature of the law of torts

.what is a tort?
.differences between contracts and torts
.the main elements of torts
(ii) negligence
.definition
.factors needed for an action / claim in negligence to succeed
.duty of care
.res ipsa loquitor
.the standard of care
.loss caused by the breach
(iii) professional advice and negligent misstatement
.explanation
.the meaning of special relationship
.factors to consider in establishing whether a duty of care exists
(iv) remedies in an action in negligence
.principal remedy
.defences to a claim in negligence
(v) the tort of passing off
.it arises when
(3) Employment Law

(i) employed versus self-employed

.test to determine whether someone is employed or self-employed
.the importance of the distinction
(ii) the contract of employment
. it consist of ( ERA 1996, duties of employer and employee)
(iii) wrongful and unfair dismissal
.minimum notice periods
.wrongful dismissal
.summary dismissal
.remedies
.unfair dismissal (its types & constructive dismissal)
.inadmissible reasons for dismissal
.statutory fair reasons for dismissal
.remedies to unfair dismissal
(iv) redundancy
.an employee is redundant if
.remedies for redundancy

(5) Agency Law

(i) definition of an agent & situations whereby agency relationship exist

(ii) establishment of agency relationship
(iii) authority
(iv) liability
.where the agent acts for a disclosed principal
.where the agents acts for an undisclosed party
.agent’s fiduciary duty
.principal’s liability to the agent

(6) Partnership

(i) types of partnership

.definition of a partner
.types of partners
.types of partnership
(ii) authority of partners
(iii) liability of partnership debts
.is there a liability in contract?
.liability in tort
.which partners are liable
(iv) dissolution
.without court order
.by court order

(7) Corporation And Legal Personality

(i) the doctrine of veil corporation

.definition
.its consequences
 (ii) lifting the veil of incorporation
(iii) types of business organisation
.company v/s partnership
(iv) types of company
.private company v/s public company
(v) promoters
.definition
.duties of a promoter
.pre-incorporation contracts
(vi) registration
.documents to be submitted to registrar
.trading certificate – public companies only
(vii) articles of association
.explanation
.model articles
(viii) alteration of articles
.procedure
.common law restriction to alteration of articles
(ix) legal effect of a company’s constitutional documents
(x) statutory books, returns and records
.the register and its contents
.annual return
.accounting records
.annual financial statements

(8) Capital And Financing

(i) types of capital

.loan capital v/s share capital
.bonus issues and right issues
(ii) class rights
.definition
.variation of class rights
.minority protection
(iii) issuing shares
.authority to issue shares
.issue at a discount
.issue at a premium
(iv) debentures
.definition
.advantages & disadvantages
(v) fixed charge and floating charge
.fixed charge and its characteristics
.floating charge and its characteristics (advantages & disadvantages)
(vi) priority and registration of charges
.priority
.registration
(vii) capital maintenance
.explanation
.reduction of capital
 (vii) distributions
.explanation
.additional rules for a public company

(9) Directors

(i) definition & types of director

(ii) appointment, removal & disqualification of directors
(iii) duties
.general duties of directors
.breach of director’s duties
(vi) powers
.powers of directors & restrictions to it
.authority of directors
.transactions beyond the board’s powers
.the control of directors

(10) Corporate Administration

(i) company secretary

.need for company secretary
.qualifications of company secretary
.duties of company secretary
.powers of company secretary
(ii) the auditor
.qualifications of the auditor
.appointment of auditors
.resignation
.removal
.duties
.powers
(iii) meetings
.AGM
.GM
.class meetings
(iv) calling a meeting
.who can call a meeting notice
.notice

(v) resolutions
.definition
.special resolution
.ordinary resolution
.written resolution (private companies only)
(vi) procedure of meetings

(11) Insolvency

(i) voluntary liquidation: s84 IA 1986

.explanation of administration and liquidation
.members’ voluntary winding up
.creditors’ voluntary winding up
(ii) compulsory liquidation
.grounds for winding up
.petitioners for winding up
.effects of winding up
.application of assets
(iii) administration
.purpose and objectives
.who can appoint an administrator?
.consequences of administration
.carrying out the administration
.ending the administration

(12) Corporate Governance

(i) definition (+ interaction of ethics, governance and company law)

(ii) the combined code on corporate governance
.history
.contents of the code
.rules-based v/s principles-based approaches to corporate governance
(iii) the legal regulation of corporate governance

(13) Fraudulent Behaviour

(i) insider dealing

.what is insider dealing?
.legislation according to CJA 1993
(ii) money laundering
.definition
.legislation on money laundering (PCA 200)
.the 3 phases in money laundering
.offences according to PCA 2002
.penalties
(iii) potential criminal activity in the operation, management & winding up of a
company
(iv) fraudulent & wrongful trading
.definitions & their consequences