C05 Overview

C05 Overview

1. A. COMPARISON OF ENGLISH LAW WITH ALTERNATIVE LEGAL SYSTEMS

   • 1. Introduction to English law
     • Criminal and civil liability
     • Features and sources of English law
     • Case law and judicial precedent
     • Legislation
     • EU law
   • 2. The Tort of Negligence
     • Tort and other wrongs
     • The tort of negligence
     • Duty of care
     • Breach of duty of care
     • Causation
     • Professional advice
   • 3. Alternative legal systems and sources of law
     • The purpose of legal systems
     • Types of legal care
     • Categories of law
     • Legal systems around the world
     • Sharia law
     • International law
     • Organisations that create international regulations for commerce and professional practice

2. B. LAW OF CONTRACT

   • 4. Establishing contractual obligations
     • Contract basics
     • The form of a contract
     • Agreement
     • Consideration
     • Intention
     • Misrepresentation
   • 5. Performing the contract
     • Contract terms
     • Express terms and implied terms
     • Conditions and warrenties
     • Sale of goods and supply of services legislation
     • Exclusion clauses
     • Unfair contract terms regulations
     • Performance of the contract
   • 6. Discharge of contract
     • Agreement
     • Frustration
     • Breach of contract
     • Damages
     • Other common law remedies
     • Equitable remedies
     • Limitations to actions for breach

3. C. LAW OF EMPLOYMENT

   • 7. Employment contract
     • What is an employee?
     • Why does it matter?
     • Employment contract: basic issues
     • Common law duties
     • Statutory duties
     • Varying the terms of an employment contract
     • Vicarious liability
   • 8. Employment protection
     • Continuity of service
     • Discrimination at work
     • Health and safety
     • Dismissal
     • Wrongful dismissal
     • Unfair dismissal

4. D. COMPANY FORMATION

   • 9. Organisations and corporate personality
     • Sole traders
     • Partnerships
     • Limited liability partnerships
     • A company's legal identity
     • Limited liability of members
     • Types of company
     • Additional classifications
     • Effect of legal personality
     • Ignoring separate personality
     • Comparison of companies and partnerships
   • 10.Company formation
     • Promoters and pre-incorporation contracts
     • Pre-incorporation expenses and contracts
     • Registriati on procedures
     • Statutory books and records
     • Statutory returns
   • 11. A company's constitution
     • Memorandum of association
     • A company's constituton
     • Company objects and capacity
     • The constitution as a contract
     • Company name and registered office

5. E. CORPORATE ADMINISTRATION AND MAANGEMENT

   • 12. Meetings and resolutions
     • The importance of meetings
     • Board meetings
     • General meetings
     • Types of resolution
     • Calling a meeting
     • Proceedings at meetings
     • Class meetings
     • Single member private companies
   • 13., Directors and secretaries
     • The role of directors
     • Appt of directors
     • Remuneration of directors
     • Vacation of office
     • Disqualification of directors
     • Powers of directors
     • Powers of the managing director
     • Powers of an individual director
     • Duties of directors
     • The company secretary
     • The company auditor
   • 14. Majority control and minority protection
     • The rule of the majority
     • Statutory protection for the minority
     • Other protection for the minority

6. F. CORPORATE FINANCE

   • 15. Share capital and capital mantenance
     • Members
     • The nature of shares and capital
     • Types of share
     • Allotment of shares
     • Capital maintenance
     • Reduction of share capital
     • Issuing shares at a premium or at a discount
     • Redemption and purchase by company of its own shares
     • Financial assistance for the purchase of shares
   • 16. Borrowing and loan capital
     • Borrowing
     • Debentures and loan capital
     • Charges
     • Registration of charges
     • Debentureholders' remedies
     • Transactions at an undervalue and preferences

7. G. ETHICS AND BUSINESS

   • 17. The importance of ethics
     • A framework of rules
     • What are ethics?
     • Accountants and ethics
     • A code of ethics for accountants
     • CIMA's ethical guidelines
     • Qualities of an accountant
     • Personal development and lifelong learning
   • 18. Ethical conflict
     • Consequences of unethical behaviour
     • Ethical conflicts
     • Resolution of ethical conflicts

8. H. CORPORATE GOVERNANCE

   • What is corporate governance?
   • Causes of poor corporate governance
   • The need for greater corporate governance
   • Corporate governance development in the USA, South Africa, UK and Europe
   • Symptoms of poor corporate governance
   • The UK regulatory framework
   • Principles vs rules
   • Role of the board
   • Ethics, law and governance