LPC

Study Unit Specifications (Compulsory Subject)

Code: UJXTR3-30-M

Title: Business Law & Practice

Version: 2

Level: M-level

UWE credit rating: 30

ECTS credit rating: 15 Module Type: Non-MAR

Owning Faculty: Social Sciences and Humanities

Field: n/a Field Leader: n/a

Valid From: September 2008 Discontinued from:

Contributes towards: Postgraduate Diploma in Legal Practice

Pre-requisites: none

Co-requisites: none

Excluded combinations: none

1. Rationale:

As with all study units on the programme, the rationale is to prepare the student for the first day of work as a professional lawyer (i.e. as a new trainee solicitor in a firm of solicitors). Specifically in this case, the rationale is to prepare the student for work in the company/commercial department.

2. Learning outcomes:

On completion of this study unit students will be expected to be able (at a professional level) to:

2.1 Understand the nature and structure of the different business media (sole traders, partnerships and companies); identify through a process of research, management of information, analysis of facts and application of knowledge a (notional) client’s goals in order to select an appropriate medium to meet such client’s commercial requirements; advise such (notional) client on the legal, practical and commercial advantages and disadvantages of different business media; effectively communicate advice to a (notional) client on the:

      • form and legal structure

      • roles of the participants

      • costs and formalities of setting up the business

      • likely availability of different types of finance

      • taxation of profits generated by the business

      • taxation of profits distributed to the proprietors

      • taxation implications of the death of the proprietors and of lifetime disposals of their interests;

2.2 In relation to the different types of business media and through a process of research, management of information, analysis of facts and application of knowledge, identify the steps that need to be taken in order to implement a (notional) client’s instructions; take appropriate steps to resolve any difficulties that have been identified; effectively communicate advice to a (notional) client on the procedures required in order to:

      • enable the business to commence trading

      • alter the constitution of the business (if any and as appropriate)

      • appoint and remove partners, directors, secretary and auditors (as appropriate)

      • enter into binding contracts on behalf of the business with third parties, including contracts in which a partner or director has an interest

      • as regards private limited companies, issue and transfer shares, with due regard to any applicable pre-emption rights

      • enable a company to provide financial assistance for the purchase of its own shares and to buy-back its own shares

      • borrow from internal and external sources;

2.3 In relation to private limited companies, demonstrate an ability to interpret and apply the company’s Memorandum and Articles of Association and an ability to:

      • draft comprehensively and correctly notices, agenda and minutes of meetings

      • accurately complete and file routine statutory forms

      • accurately maintain and update statutory books;

2.4 Demonstrate an understanding of the duties, obligations and rights of partners, directors and shareholders (including minority shareholders); the conflicts of interest that may arise when advising on those duties and obligations; the procedures to be adopted on an insolvency (such as bankruptcy, winding-up and administration); the consequences of insolvency for past transactions and as regards personal liability for individuals concerned;

2.5 Through a process of research, management of information, analysis of facts and application of knowledge, identify the steps that need to be taken in order to implement a (notional) client’s instructions in relation to a range of business contracts (such as agency and distribution agreements); critically analyse any drafting weaknesses in such contracts and redraft poorly drafted clauses using clear, unambiguous language and correct grammar; appreciate and be able to advise a (notional) client of the impact that European competition law might have in relation to such business contracts;

2.6 Demonstrate an understanding of and an ability to apply the basic principles of income tax, capital gains tax, corporation tax and VAT relevant to the taxation of businesses and people who own and/or work for businesses;

2.7 Demonstrate awareness of and compliance with the rules of professional conduct (including those concerning conflicts of interests) in relevant situations;

2.8 Demonstrate awareness of and compliance with the provisions of the Financial Services and Markets Act 2000 in relevant situations.

3. Syllabus outline:

3.1 Consideration of different forms of business media in the UK;

3.2 Legal, practical and taxation considerations for a sole trader;

3.3 Legal, practical and taxation considerations for partnerships;

3.4 Constitutional documents for limited companies;

3.5 Transfers of shares and the drafting of pre-emption rights in connection therewith;

3.6 Procedure for the issue of shares;

3.7 Process of incorporation for limited companies;

3.8 Taxation of companies’ profits, dividends and employment income;

3.9 Procedure for the appointment and removal of directors;

3.10 Legal provisions applicable to directors;

3.11 Rights of minority shareholders;

3.12 European law applicable to businesses operating in the UK;

3.13 Debentures;

3.14 Financial assistance for the purchase of own shares;

3.15 Procedure for a company to purchase its own shares;

3.16 Insolvency.

4. Teaching & learning methods:

4.1 Self-study preparation and research in order to acquire knowledge and understanding;

4.2 Large group sessions in order to consolidate and develop knowledge and understanding;

4.3 A mixture of individual and group work centred on problem-based learning, involving management of information, analysis of complex facts and application of knowledge;

4.4 Role play and oral presentations to demonstrate understanding and effective communication of complex areas of law applied to detailed factual scenarios;

4.5 Preparation of written communications (primarily in the form of office memoranda and letters of advice to clients) to demonstrate understanding and effective communication of complex areas of law applied to detailed factual scenarios;

4.6 Drafting and amending of legal documents, often involving the use of precedents, to demonstrate synthesis and application of knowledge, and the ability to reach autonomous, competent decisions;

4.7 Reviews of topics in the form of both large group sessions (where ideas can be pooled and debated) and critical self-evaluation.

5. Indicative sources:

    OUP Business Law and Practice manual

    OUP Foundations for the LPC manual

    OUP Lawyers’ Skills manual

    Sweet & Maxwell’s British Companies’ Legislation Handbook

    Tolley’s Company Law Handbook

    The Law Society’s Guide to the Professional Conduct of Solicitors

    Tolley’s Yellow and Orange Tax Guides

    Companies’ House website

    Inland Revenue website

    LaserForms software package

    In-house Financial Services Resource Book

    In-house “Gold Guide” (containing extracts of relevant legislation, summaries and precedents)

6. Assessment Infrastructure:

One 1-hour unseen examination containing short form and multiple choice questions and one 3-hour unseen, open book examination (the latter with an additional 30 minutes of reading time).

The two examinations constitute 100% of the marks for the study unit. The pass mark is 50% overall with no requirement to achieve 50% in any individual examination.

Second and final attempts: Re-assessment is by the same method as detailed above. See Assessment Regulations for further details.

Specification confirmed by ............................................... Date ..... February 2004

(Associate Dean, Faculty of Law)

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