Corporate Law Practice Institute of Chartered Secretaries and business legal by benbenzhou

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									SYLLABI – PART C (Professional Programme I)


CORPORATE LAW AND PRACTICE


1. AIM
The Chartered Secretary has the responsibility of advising management and the board on legal issues
relating to the organization. This module’s aim is to equip the student with adequate knowledge in both
commercial and company law.


2. LEARNING OUTCOMES
At the conclusion of this module the candidate will be able to.


 Understand the sources, functions and purposes of law.
 Understand the principles of legal personality.
 Understand facets of both commercial and company law.
 Evaluate business law issues and advise the organization appropriately.
 Appreciate intellectual property as it is understood in business.


3. PRE-REQUISITE LEARNING
Evidence of assessed pre-requisite knowledge and understanding at ‘A’ Level, or those of equivalent
qualifications which have been approved as meeting the Institute’s qualifications must be demonstrated.


4. LEARNING CONTENT


4.1. Sources of Law
A study of the nature, sources and classification of the law, function and purpose of the law.


4.2. Administration of the Law
An understanding of the manner in which the law is administered and enforced through the judicial system.
The courts and judicial precedents.
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4.3. Legal Personality
The distinctions between companies, private business corporations, partnerships, sole traders, and other
incorporated bodies. The principle of corporate personality and limited liability. Lifting of Corporate veil,
statutory exceptions and judiciary exceptions.
Types of companies:-      Private, Public, Private business Corporation. Company limited by guarantee, Co-
                          operative Company and Statutory Corporations.
Formation of a Company:-            The steps taken in forming the various companies including the process of
                                    pre-incorporation and pre-incorporation contracts.
Company’ Powers:-         Memorandum and articles of association. Ultra vires doctrine, limitation of articles
                          of association.
Company Capital:-         Raising of capital allotment, underwriting, Prospectus, alteration of share capital –
                          reduction of share capital share splits, bonus issues, rights issues.
Company’s Securities:- Shares, debentures, preferene shares including redeemable securities.
Membership:-              Rights and duties, shares held in trust, register of members, holding and
                          subsidiary companies. Termination of membership, transfer and transmission of
                          shares.


Management:-              Election of directors, board meetings remuneration, qualification, loans,
                          Company Secretary’s role


Types of meetings and resolutions, notices, proxies, quorum, voting, minutes.
Majority rule and minority protection - both under common law and statutory law provisions.
Company accounts and audit
Judicial Management
Arrangements and reconstructions
Winding up of companies
Parastatals – definition, characteristics, legal status management, finance and role of Parliament.

4.4. Contracts
The law of contract including essentials of a contract, offer and acceptance, consideration, capacity to
contract, terms and representations, misrepresentation and mistake, restraint of trade, performance,
unenforceable and illegal contracts, cession, assignment, breach and remedies of the injured parties, effect
of death on contract.




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4.5. Property Law
Purchase, sale and use of property including cash, credit instalment, conditional and hire purchase sales,
implied terms, acquisition and transfer of ownership, possession rights and duties of buyers and sellers,
lease, mortgage pledge, liens and suretyship servitudes.


4.6. Agency
Principles of the law of agency, the ability to act for companies, or partnerships, the authority to act on
behalf of others, employer/employee relationship (distinguished from agency), vicarious responsibility, duty
of good faith.


4.7. Delict
Principles of the law of delict - damages.


4.8. Trusts
Kinds of trusts, creation, rights of beneficiaries, role and duties of trustees.




4.9. Competition
Aspects of the Competition Act including, Restrictive Practices, Mergers and Monopoly situations.
4.10. Alternative Dispute Resolution
Principles of arbitration and other forms of dispute resolution
Advantages of arbitration over litigation.


4.11. Miscellaneous Ancillary Legislation
An understanding of the main principles of the law relating to:-
a)      banking - Relationship between banker and customer:-
        -        duties of banker
        -        protection of customer)
b)      negotiable instruments, with particular reference to:-
        -        cheques
        -        bills of exchange and
        -        letters of credit


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c)      insurance
        -        nature of insurance contract, Distinction of insurance
        -        difference of contract from other contracts, concept of insurable interest and average
        -        Property insurance, Life Assurance, Insurance claims, Subrogation
        -
d)      insolvency
        -        Concept of insolvency
        -        Acts of insolvency
        -        Effects of insolvency, impeachable transaction, rehabilitation
e)      intellectual property
        -        copyright, patents, trademarks and trade
                 secrets, industrial designs


4.12. NOTE:
Candidates will be expected to quote relevant supporting case law and to be familiar with the common latin
legal terms found in recommended reading material.


5. ASSESSMENT SCHEME
    Three hour examination paper


6. RECOMMENDED READING


Christie RH (1998)         Business Law in            Juta and Co Ltd             Kenwyn
                           Zimbabwe (2nd Edition)
Nkala, Nyapadi (1995)      Zimbabwe Company           ZDECO                       Harare
                           Law
Zimbabwe Government        Companies Act 24:03        Government Printers         Harare
(2000)
Zimbabwe Government        Consumer Contracts Act     Government Printers         Harare
(1994)
Zimbabwe Government        Hire Purchase Act 14:09    Government Printers         Harare
Zimbabwe Government        Private Business           Government Printers         Harare
                           Corporations Act 14:01

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