module specification

This module focuses on the law and practice of starting, running and winding-up businesses, including sole traders, partnerships and private limited companies.  A proportion of the module is devoted to the study of the construction and interpretation of business accounts.

The module aims to equip students with the knowledge and confidence required to work on transactions on the first day of their training contract as a solicitor.

1. Taking instructions; client care and professional conduct and regulation
2. Regulatory and practical considerations of setting-up businesses
3. Key aspects of sole traders
4. Key aspects of partnerships:; Partnership Act 1890 and Limited Liability Partnerships; authority, decision making, profit-sharing; dissolution
5. Key aspects of companies: limited liability companies;  formation, constitution; governance; pre-incorporation contracts; holding companies and subsidiaries; roles, liabilities and responsibilities of shareholders, members, creditors and directors; loans to directors
6. Shares: issued share capital; issuing allotting and transferring; company transactions
7. Income tax for sole traders, partners, directors, debenture holders and shareholders
8. Corporation tax (income and capital)
9. Key aspects of business accounts, double-entry book-keeping and the role of accountants
10. Construction of trial balances, profit and loss accounts and trial balances
11. Interpretation of business accounts and common accounting ratios
12. Key aspects of personal and corporate insolvency; bankruptcy; Individual Voluntary Agreements; company voluntary arrangements; administrative receiverships; administrations and liquidations

16 one-hour tutor led sessions and 16 two-hour student led sessions. The tutor led sessions are one week ahead of the small group sessions to allow students time for reflection. Students are required to test their preparation for each small group session by completing short answer/ multiple-choice questions on WebLearn in advance of the session.

At the end of the Business Law and Practice course, successful students should be able, under appropriate supervision, to:

1. 1. understand the nature and structure of the different business media and be able to select an appropriate medium and structure to meet the client's commercial requirements and to advise on the legal and taxation implications
2. progress basic business transactions arising during the life and development of a business
3. understand the interests of different parties involved in the business including directors, shareholders and creditors of a business.
4. interpret and apply primary source materials, constitutional documents and other relevant agreements
5. identify conduct and regulation issues, such as conflicts of interest and FSMA, as they arise in the context of relevant transactions
6. draft the relevant documentation and prepare the appropriate forms and filings.

Element 1: Business media
Students should:

1. be able to advise the client as to the advantages and disadvantages of different business media including sole traders, partnership and companies
2. be able to advise on form and legal structure and on the cost, procedures, formalities and taxation implications of setting up and running the business
3. be familiar with the procedures required to incorporate a company and/or form a partnership and understand the approvals, filings and procedures to enable the business to commence operating
4. be familiar with the roles, rights, responsibilities and liabilities of the participants
5. understand the procedures to alter the constitution of a company and to appoint and remove the officers of a company
6. understand how to allot, issue and transfer shares.

Element 2: On-going operations and common transactions
Students should be able to:

1. progress common business transactions and advise and take steps relating to the business’s on-going operations
2. advise on entering into contracts on behalf of the business (including issues arising from contracts in which directors have an interest)
3. advise on steps to protect the assets of the business
4. advise on issues arising from basic finance and lending
5. draft notices, agendas and minutes of meetings and complete and file routine statutory forms and maintain and up-date statutory books
6. advise on taxation of profits (income and capital) generated and distributed by the business
7. demonstrate an appreciation of the continuing duties, obligations and liabilities of the business and of its partners, directors and shareholders
8. advise on the options for and claims arising on insolvency, e.g. bankruptcy, winding up and administration
9. draft and review documentation to give effect to transactions.

Element 3: Stakeholders
Students should:

1. understand the different interests of parties involved in the business including the company, directors, shareholders and creditors of the business
2. be aware of potential conflicts between the different parties
3. understand the importance of knowing the client.

Element 4: Business accounts
Students should understand the basic principles of business accounting and should be aware of the need to interpret business accounts to ensure clients are appropriately advised. In particular, students should:

1. understand the terms used and basic accounting concepts
2. be familiar with how accounting data is used to prepare a profit and loss account and a balance sheet

The assessment is an open book exam with advance disclosure of documents and is of a transactional nature. This form of assessment is designed to replicate practice and enable students to demonstrate the application of legal principles in a realistic, practical context. Students are given a formative assessment and receive examiners' guidance.

College of Law Business Law and Practice manuals and weblearn.