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Corporate andBusiness Law(LW) (ENG)Syllabus and study guideSeptember 2019 to August 2020
Corporate and Business Law (LW) (ENG)Summary of contentIntroduction1.2.3.4.Intellectual levelsLearning hours and educationalrecognitionGuide to ACCA examination structureGuide to ACCA examinationassessmentCorporate and Business Law(ENG) syllabus5.6.7.8.9.10.Relational diagram linking Corporateand Business Law (ENG) with otherexamsOverall aim of the syllabusMain capabilitiesRationaleApproach to examining the syllabusThe syllabusCorporate and Business Law(ENG) study guide11.Detailed study guide ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)1. Intellectual levelsThe syllabus is designed toprogressively broaden and deepen theknowledge, skills and professionalvalues demonstrated by the student ontheir way through the qualification.The specific capabilities within thedetailed syllabuses and study guides areassessed at one of three intellectual orcognitive levels:Level 1:Level 2:Level 3:Knowledge andcomprehensionApplication and analysisSynthesis and evaluationVery broadly, these intellectual levelsrelate to the three cognitive levels atwhich the Applied Knowledge,the Applied Skills and the StrategicProfessional examsare assessed.Each subject area in the detailed studyguide included in this document is givena 1, 2, or 3 superscript, denotingintellectual level, marked at the end ofeach relevant learning outcome. Thisgives an indication of the intellectualdepth at which an area could beassessed within the examination.However, while level 1 broadly equateswith Applied Knowledge, level 2equates to Applied Skills and level 3 toStrategic Professional, some lower levelskills can continue to be assessed asthe student progresses through eachlevel. This reflects that at each stage ofstudy there will be a requirement tobroaden, as well as deepen capabilities.It is also possible that occasionally somehigher level capabilities may beassessed at lower levels.2. Learning hours andEducationRecognitionThe ACCA qualification does notprescribe or recommend any particularnumber of learning hours forexaminations because study andlearning patterns and styles vary greatlybetween people and organisations. Thisalso recognises the wide diversity ofpersonal, professional and educationalcircumstances in which ACCA studentsfind themselves.As a member of the InternationalFederation of Accountants, ACCA seeksto enhance the education recognition ofits qualification on both national andinternational education frameworks, andwith educational authorities and partnersglobally. In doing so, ACCA aims toensure that its qualification is recognisedand valued by governments, regulatoryauthorities and employers across allsectors. To this end, ACCA qualificationis currently recognised on the educationframeworks in several countries. Pleaserefer to your national educationframework regulator for furtherinformation.Each syllabus is organised into mainsubject area headings which are furtherbroken down to provide greater detail oneach area. ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)3. Guide to ACCAexaminationstructure anddelivery modetools in the workplace. Theseassessment methods allow ACCA tofocus on testing students’ technical andapplication skills, rather than, forexample, their ability to perform simplecalculations.The structure and delivery mode ofexaminations varies.Strategic ProfessionalStrategic Business Leader is ACCA’scase study examination at StrategicProfessional and is examined as aclosed book exam of four hours,including reading, planning andreflection time which can be usedflexibly within the examination. There isno pre-seen information and all examrelated material, including caseinformation and exhibits are availablewithin the examination. StrategicBusiness Leader is an exam based onone main business scenario whichinvolves candidates completing severaltasks within which additional materialmay be introduced. All questions arecompulsory and each examination willcontain a total of 80 technical marks and20 Professional Skills marks.Applied KnowledgeThe Applied Knowledge examinationscontain 100% compulsory questions toencourage candidates to study acrossthe breadth of each syllabus. Theseare assessed by a two-hour computerbased examination.Applied SkillsThe Corporate and Business Law examis a two-hour computer-based objectivetest examination for English and Global.For the format and structure of theCorporate and Business Law orTaxation variant exams, refer to the‘Approach to examining the syllabus’ insection 9 of the relevant syllabus andstudy guide.The other Applied Skills examinations(PM, TX-UK, FR, AA, and FM)contain a mix of objective and longertype questions with a duration of threehours for 100 marks. These areassessed by a three hour computerbased exam. Prior to the start of eachexam there will be time allocated forstudents to be informed of the examinstructions.The longer (constructed response)question types used in the Applied Skillsexams (excluding Corporate andBusiness Law) require students toeffectively mimic what they do in theworkplace. Students will need to use arange of digital skills and demonstratetheir ability to use spreadsheets andword processing tools in producing theiranswers, just as they would use theseThe other Strategic Professional examsare all of three hours and 15 minutesduration. All contain two Sections andall questions are compulsory. Theseexams all contain four professionalmarks.For September and December 2019sessions, all Strategic Professionalexams will be assessedby paper basedexamination. From March 2020, theseexams will become available bycomputer based examination. Moredetail regarding what is available in yourmarket will be on the ACCA globalwebsite.With Applied Knowledge and AppliedSkills exams now assessed by computerbased exam, ACCA is committed tocontinuing on its journey to assess all ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)exams within the ACCA Qualificationusing this delivery mode.The question types used at StrategicProfessional again require students toeffectively mimic what they would do inthe workplace and, with the move toCBE, these exams again offer ACCA theopportunity to focus on the application ofknowledge to scenarios, using a rangeof tools – spreadsheets, wordprocessing and presentations - not onlyenabling students to demonstrate theirtechnical and professional skills but alsotheir use of the technology available totoday’s accountants.ACCA encourages students to take timeto read questions carefully and to plananswers but once the exam time hasstarted, there are no additionalrestrictions as to when candidates maystart producing their answer.Time should be taken to ensure that allthe information and exam requirementsare properly read and understood.The pass mark for all ACCAQualification examinations is 50%. ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)4. Guide to ACCAexaminationassessmentACCA reserves the right to examine anylearning outcome contained within thestudy guide. This includes knowledge,techniques, principles, theories, andconcepts as specified. For the financialaccounting, audit and assurance, lawand tax exams except where indicatedotherwise, ACCA will publishexaminable documents once a year toindicate exactly what regulations andlegislation could potentially be assessedwithin identified examination sessions.For most examinations (not tax),regulations issued or legislation passedon or before 31 August annually, will beexaminable from 1 September of thefollowing year to 31 August of the yearafter that. Please refer to theexaminable documents for the exam(where relevant) for further information.generally examine the Finance Actwhich was passed in the previous year.Therefore, exams falling in the period 1June 2019 to 31 March 2020 willexamine the Finance Act 2018 and anyexaminable legislation which is passedoutside the Finance Act before 31 July2018.For additional guidance on theexaminability of specific tax rules andthe depth in which they are likely to beexamined, reference should be made tothe relevant Finance Act article writtenby the examining team and published onthe ACCA website.None of the current or impendingdevolved taxes for Scotland, Wales, andNorthern Ireland is, or will be,examinable.Regulation issued or legislation passedin accordance with the above dates maybe examinable even if the effective dateis in the future.The term issued or passed relates towhen regulation or legislation has beenformally approved.The term effective relates to whenregulation or legislation must be appliedto an entity transactions and businesspractices.The study guide offers more detailedguidance on the depth and level atwhich the examinable documents will beexamined. The study guide shouldtherefore be read in conjunction with theexaminable documents list.For UK tax exams, examinations fallingwithin the period 1 June to 31 March will ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)5. Relational diagram linking Corporate andBusiness Law (ENG) with other examsThis diagram shows links between this exam and other exams preceding orfollowing it. Some exams are directly underpinned by other exams. This diagramindicates where students are expected to have underpinning knowledge and whereit would be useful to review previous learning before undertaking study.6. Overall aim of the syllabusThis syllabus and study guide is designed to help with planning study and to providedetailed information on what could be assessed in any examination session.The aim of the syllabus is to develop knowledge and skills in the understanding ofthe general legal framework, and of specific legal areas relating to business,recognising the need to seek further specialist legal advice where necessary. ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)7. Main capabilitiesOn successful completion of this exam, candidates should be able to:A Identify the essential elements of the legal system, including the main sources oflawB Recognise and apply the appropriate legal rules relating to the law of obligationsC Explain and apply the law relating to employment relationshipsD Distinguish between alternative forms and constitutions of businessorganisationsE Recognise and compare types of capital and the financing of companiesF Describe and explain how companies are managed, administered and regulatedG Recognise the legal implications relating to insolvency lawH Demonstrate an understanding of corporate fraudulent and criminal behaviour.This diagram illustrates the flows and links between the main capabilities of thesyllabus and should be used as an aid to planning teaching and learning in astructured way. ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)8. RationaleCorporate and Business Law is dividedinto eight areas. The syllabus starts withan introduction to the overall Englishlegal system such as the court systemand sources of law. It then leads into thearea of the law of obligations includingcontract and tort, which underpinbusiness transactions generally.The syllabus then covers a range ofspecific legal areas relating to variousaspects of business of most concern tofinance professionals. These are the lawrelating to employment and the lawrelating to companies. These lawsinclude the formation and constitution ofcompanies, the financing of companiesand types of capital, and the day-to-daymanagement, the administration andregulation of companies and legalaspects of insolvency law.The final section links back to all theprevious areas. This section deals withcorporate fraudulent and criminalbehaviour. ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)9. Approach to examining the syllabusThe syllabus is assessed by a two-hour computer-based examination.The examination consists of:Section A-25 x 2 mark objective test questions50%-20 x 1 mark objective test questions20%Section B-5 x 6 mark multi-task question30%100%All questions are compulsory. ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)10. The syllabusA Essential elements of the legalsystemFManagement, administration andthe regulation of companies1. Company directors2. Other company officers1. Law and the legal system3. Company meetings and resolutions2. Source of lawG Insolvency lawB The law of obligations1. Insolvency and administration1. Formation of contract2. Content of contractsH Corporate fraudulent and criminalbehaviour3. Breach of contract and remedies1. Fraudulent and criminal behaviour4. The law of torts and professionalnegligenceC Employment law1. Contract of employment2. Dismissal and redundancyD The formation and constitution ofbusiness organisations1. Agency law2. Partnerships3. Corporations and legal personality4. The formation and constitution of acompanyECapital and the financing ofcompanies1. Share capital2. Loan capital3. Capital maintenance and dividendlaw ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)11. Detailed StudyGuidef)Explain adequacy and sufficiency ofconsideration.[2]g) Analyse the doctrine of privity.[2]A Essential elements of thelegal systemh) Distinguish the presumptionsrelating to intention to create legalrelations.[2]1. Law and the legal system2. Content of contractsa) Define law and distinguish types oflaw. [1]b) Explain the structure and operationof the courts.[1]a) Distinguish terms from mererepresentations.[1]b) Define the various contractualterms.[1]2. Sources of lawa) Explain what is meant by case lawand precedent.[1]b) Explain legislation and evaluatedelegated legislation.[1]c) Illustrate the rules and presumptionsused by the courts in interpretingstatutes.[1]c) Explain the control over terms inconsumer contracts and theoperation of exclusion clauses innon-consumer contracts.[2]3. Breach of contract and remediesa)Explain the ways in which a contractmay be discharged.[2]b)Explain the meaning and effect ofbreach of contract, and theremedies available in commonlaw.[2]c)Explain the rules relating to theaward of damages.[2]a) Analyse the nature of a simplecontract.[2]d)Analyse the equitable remedies forbreach of contract.[2]b) Explain the meaning of an offer anddistinguish it from an invitation totreat.[2]4. The law of torts and professionalnegligenced) Identify the concept and impact ofhuman rights law. [1]B The law of obligations1. Formation of contractc) Explain the termination of an offer.[2]d) Explain the meaning andconsequence of acceptance.[2]e) Explain the need for consideration.[2]a) Explain the meaning of tort.[2]b) Explain the tort of ‘passing off’.[2]c) Explain the tort of negligenceincluding the duty of care and itsbreach, and the concept of vicariousliability.[2] ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)d) Explain the meaning of causality andremoteness of damage.[2]e) Discuss defences to actions innegligence. [2]f)Explain and analyse the duty of careof accountants and auditors.[2]D The formation andconstitution of businessorganisations1.Agency lawa)Define the role of the agent andgive examples of suchrelationships paying particularregard to partners and companydirectors.[2]b)Explain the formation of the agencyrelationship.[2]C Employment law1. Contract of employmenta) Distinguish between employees andthe self-employed.[2]b) Explain the nature of the contract ofemployment and common law andstatutory duties placed on theemployer and employee.[2]2. Dismissal and redundancyc) Define the authority of the agent.[2]d) Explain the potential liability of bothprincipal and agent.[2]2. Partnershipsa) Explain termination of employmentby notice.[2]a) Demonstrate a knowledge of thelegislation governing the partnership,both unlimited and limited.[1]b) Distinguish between summary andconstructive dismissal.[2]b) Discuss the formation of apartnership.[2]c) Explain wrongful dismissal.[2]c) Explain the authority of partners inrelation to partnership activity.[2]d) Explain unfair dismissal, includingthe procedure, and fair and unfairreasons for dismissal.[2]d) Analyse the liability of variouspartners for partnership debts.[2]e) Discuss the remedies available tothose who have been subject tounfair dismissal.[2]e) Explain the termination of apartnership, and partners’subsequent rights and liabilities.[2]f)3. Corporations and legalpersonalityExplain what is meant byredundancy and the operation of therules relating to it.[2]a) Distinguish between sole traders,partnerships and companies.[1]b) Explain the meaning and effect oflimited liability.[1] ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)c) Analyse different types ofcompanies, especially private andpublic companies.[1]d) Illustrate the effect of separatepersonality and the veil ofincorporation.[1]e) Recognise instances whereseparate personality will be ignored(lifting the veil of incorporation.[1]4. The formation and constitution ofa companya) Explain the role and duties ofcompany promoters, and the breachof those duties and remediesavailable to the company.[2]b) Explain the meaning of, and the rulesrelating to, pre-incorporationcontracts.[2]E Capital and the financing ofcompanies1. Share capitala) Examine the different types ofcapital.[2]b) Illustrate the difference betweenvarious classes of shares, includingtreasury shares, and the procedurefor altering class rights.[2]c) Explain allotment of shares, anddistinguish between rights issue andbonus issue of shares.[2]d) Examine the effect of issuing sharesat either a discount, or at apremium.[2]2. Loan capitala) Define companies’ borrowingc) Describe the procedure for registeringpowers.[1]companies, both public and private,including the system of streamlinedb) Explain the meaning of loan capitalcompany registration.[1]and debenture.[2]d) Describe the statutory books, recordsc) Distinguish loan capital from shareand returns, including the confirmationcapital, and explain the differentstatement and the register of peoplerights held by shareholders andwith significant control, thatdebenture holders.[2]companies must keep or make.[1]e) Analyse the effect of a company’sconstitutional documents.[2]f)Describe the contents of modelarticles of association.[1]g) Explain how articles of associationcan be changed.[2]h) Explain the controls over the namesthat companies may or may not use.[2]d) Explain the concept of a companycharge and distinguish betweenfixed and floating charges.[2]e) Describe the need and theprocedure for registering companycharges.[2]3. Capital maintenance and dividendlawa) Explain the doctrine of capitalmaintenance and capital reduction.[2] ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)b) Explain the rules governing thedistribution of dividends in bothprivate and public companies.[2]F Management,administration and theregulation of companies1. Company directorsa) Explain the role of directors in theoperation of a company, and thedifferent types of directors, such asexecutive/ non-executive directors orde jure and de facto directors, andshadow directors.[2]b) Discuss the ways in which directorsare appointed, can lose their officeand the disqualification ofdirectors.[2]3. Company meetings andresolutionsa) Distinguish between types ofmeetings: general meetings andannual general meetings.[1]b) Distinguish between types ofresolutions: ordinary, special, andwritten.[2]c) Explain the procedure for calling andconducting company meetings.[2]G Insolvency law1. Insolvency and administrationa) Explain the meaning of andprocedure involved in voluntaryliquidation, including members’ andcreditors’ voluntary liquidation.[2]c) Distinguish between the powers ofthe board of directors, the managingdirector/chief executive andindividual directors to bind theircompany.[2]b) Explain the meaning of, the groundsfor, and the procedure involved incompulsory liquidation.[2]d) Explain the duties that directors oweto their companies, and the controlsimposed by statute over dealingsbetween directors and theircompanies, including loans.[2]d) Explain administration as a generalalternative to liquidation.[2]2. Other company officersa) Discuss the appointment procedurerelating to, and the duties andpowers of, a company secretary.[2]b) Discuss the appointment procedurerelating to, and the duties and rightsof a company auditor, and theirsubsequent removal or resignation.[2]c) Explain the order in which companydebts will be paid off on liquidation.[2]e) Explain the way in which of anadministrator may be appointed, theeffects of such appointment, and thepowers and duties anadministrator.[2]H Corporate Fraudulent andCriminal behaviour1. Fraudulent and criminalbehavioura) Recognise the nature and legalcontrol over insider dealing.[2] ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)b) Recognise the nature and legalcontrol over market abuse.[2]c) Recognise the nature and legalcontrol over money launderingincluding the following policies,procedures and controls:i) risk management practices:ii) internal controls:iii) customer due diligence:iv) reliance and record keeping;v) the monitoring and managementof compliance with, and the internalcommunication of, such policies,controls and procedures[2]d) Recognise the nature and legalcontrol over bribery.[2]e) Discuss potential criminal activity inthe operation, management andliquidation of companies, includingthe failure to prevent the facilitationof tax evasion and the meaning ofrelevant body.[2]f) Recognise the nature and legalcontrol over fraudulent and wrongfultrading.[2] ACCA 2019-2020 All rights reserved.
Corporate and Business Law (LW) (ENG)Summary of changes to Corporate and Business Law(LW) (ENG)ACCA periodically reviews its qualification syllabuses so that they fully meet theneeds of stakeholders such as employers, students, regulatory and advisory bodiesand learning providers.There have been no deletions from the syllabus.The areas where there have been additions to the syllabus are shown in Table 1below:Table 1 – Additions to LW ENGSection and subject areaSyllabus contentH1c)Fraudulent and criminalbehaviourThe following policies, proceduresand controls in relation to moneylaundering:i) risk management practices:ii) internal controls:iii) customer due diligence:iv) reliance and record keeping;v) the monitoring andmanagement of compliance with,and the internal communicationof, such policies, controls andprocedures.H1e)Fraudulent and criminalbehaviourThe failure to prevent the facilitation oftax evasion and the meaning ofrelevant body. ACCA 2019-2020 All rights reserved.
and sources of law. It then leads into the area of the law of obligations including contract and tort, which underpin business transactions generally. The syllabus then covers a range of specific legal areas relating to various aspects of business of most concern to finance professionals. These are the law relating to employment and the law
