Corporate and Business Law (LW) (MLA) : Syllabus and Study Guide

December 2018
to
June 2019
Corporate and
Business Law
(LW) (MLA)
Syllabus and study guide
Corporate and Business Law (LW) (MLA)
Guide to structure of the

Detailed syllabus
syllabus and study guide
This shows the breakdown of the main
capabilities (sections) of the syllabus
Overall aim of the syllabus
into subject areas. This is the blueprint
for the detailed study guide.
This explains briefly the overall objective
of the syllabus and indicates in the
Approach to examining the syllabus
broadest sense the capabilities to be
developed within the exam.
This section briefly explains the
structure of the examination and how it
Relational diagram linking Corporate
is assessed.
and Business Law (LW)(MLA) with
other ACCA exams
Study Guide
This diagram shows direct and indirect
This is the main document that students,
links between this exam and other
education and content providers should
exams preceding or following it. It
use as the basis of their studies,
indicates where you are expected to
instruction and materials. Examinations
have underpinning knowledge and
will be based on the detail of the study
where it would be useful to review
guide which comprehensively identifies
previous learning before undertaking
what could be assessed in any
study.
examination session. The study guide is
a precise reflection and breakdown of
Main capabilities
the syllabus. It is divided into sections
based on the main capabilities identified
The aim of the syllabus is broken down
in the syllabus. These sections are
into several main capabilities which
divided into subject areas which relate to
divide the syllabus and study guide into
the sub-capabilities included in the
discrete sections.
detailed syllabus. Subject areas are
broken down into sub-headings which
Relational diagram of the main
describe the detailed outcomes that
capabilities
could be assessed in examinations.
These outcomes are described using
This diagram illustrates the flows and
verbs indicating what exams may
links between the main capabilities
require students to demonstrate, and the
(sections) of the syllabus and should be
broad intellectual level at which these
used as an aid to planning teaching and
may need to be demonstrated
learning in a structured way.
(*see intellectual levels below).
Syllabus rationale
This is a narrative explaining how the

syllabus is structured and how the main
capabilities are linked. The rationale
also explains in further detail what the
examination intends to assess and why.
© ACCA 2018-2019 All rights reserved.

Intellectual Levels Learning Hours and

The syllabus is designed to
Education Recognition
progressively broaden and deepen the
The ACCA qualification does not
knowledge, skills and professional
prescribe or recommend any particular
values demonstrated by the student on
number of learning hours for
their way through the qualification.
examinations because study and
learning patterns and styles vary greatly
The specific capabilities within the
between people and organisations. This
detailed syllabuses and study guides are
also recognises the wide diversity of
assessed at one of three intellectual or
personal, professional and educational
cognitive levels:
circumstances in which ACCA students
find themselves.
Level 1: Knowledge and
comprehension
As a member of the International
Level 2: Application and analysis
Federation of Accountants, ACCA seeks
Level 3: Synthesis and evaluation
to enhance the education recognition of
its qualification on both national and
Very broadly, these intellectual levels
international education frameworks, and
relate to the three cognitive levels at
with educational authorities and partners
which the Applied Knowledge,
globally. In doing so, ACCA aims to
the Applied Skills and the Strategic
ensure that its qualifications are
Professional exams
recognised and valued by governments,
are assessed.
regulatory authorities and employers
across all sectors. To this end, ACCA
Each subject area in the detailed study
qualifications are currently recognised
guide included in this document is given
on the education frameworks in several
a 1, 2, or 3 superscript, denoting
countries. Please refer to your national
intellectual level, marked at the end of
education framework regulator for
each relevant line. This gives an
further information.
indication of the intellectual depth at
which an area could be assessed within
Each syllabus contains between 20 and
the examination. However, while level 1
35 main subject area headings
broadly equates with Applied
depending on the nature of the subject
Knowledge , level 2 equates to Applied
and how these areas have been broken
Skills and level 3 to Strategic
down.
Professional, some lower level skills can
continue to be assessed as the student
progresses through each level. This
reflects that at each stage of study there
will be a requirement to broaden, as well
as deepen capabilities. It is also
possible that occasionally some higher
level capabilities may be assessed at
lower levels.

Guide to ACCA ACCA’s regulatory approved quality

assurance process.
Examination Structure
The total exam time is therefore 3 hours
The structure of examinations varies and 20 minutes. Prior to the start of the
within and between levels. exam candidates are given an extra 10
minutes to read the exam instructions.
The Applied Knowledge examinations
contain 100% compulsory questions to Paper-based exams
encourage candidates to study across
the breadth of each syllabus. These are For paper-based exams 15 minutes are
assessed by a two-hour computer based added to the three hours to reflect the
examination. manual effort required as compared to
computer-based exams. All paper-
The Corporate and Business Law exam based and computer-based questions
is a two-hour computer-based objective have been subject to the same quality
test examination for English and Global, assurance process. There will be time
and available as a paper based version awarded by the invigilator to read the
for all variants. exam instructions.
The other Applied Skills examinations Strategic Business Leader is ACCA’s

(PM, TX-UK, FR, AA, and FM) case study examination at the Strategic
contain a mix of objective and longer Professional level and is examined as a
type questions with a duration of three closed book exam of four hours,
hours for 100 marks; these questions including reading, planning and
directly contribute towards the candidate reflection time which can be used
result. These exams are available in flexibly within the examination. There is
computer-based and paper-based no pre-seen information and all exam
formats. Prior to the start of each exam related material, including case
there will be time allocated for students information and exhibits are available
to be informed of the exam instructions. within the examination. Strategic
Business Leader is an exam based on
Computer-based exams one main business scenario which
involves candidates completing several
For the Applied Skills (PM, TX-UK, FR, tasks within which additional material
AA and FM) computer-based exams may be introduced. All questions are
candidates will be delivered an extra 10 compulsory and each examination will
marks of objective test content (either contain a total of 80 technical marks and
five single OT questions or five OT 20 Professional Skills marks. The detail
questions based around a single of the structure of this exam is described
scenario), for which candidates are in the Strategic Business Leader
given an extra 20 minutes. These syllabus and study guide document.
questions are included to ensure
fairness, reliability and security of The other Strategic Professional exams
exams. These questions do not directly are all of three hours and 15 minutes
contribute towards the candidate’s duration. All contain two
score. Candidates will not be able to Sections and all questions are
differentiate between the questions that compulsory. These exams all contain
contribute to the result and those that do four professional marks. The detail of
not. All questions have been subject to

the structure of each of these exams is

described in the individual syllabus
documents.
ACCA encourages students to take time

to read questions carefully and to plan
answers but once the exam time has
started, there are no additional
restrictions as to when candidates may
start writing in their answer books.
Time should be taken to ensure that all

the information and exam requirements
are properly read and understood.
The pass mark for all ACCA

Qualification examinations is 50%.

Guide to ACCA
Examination Assessment
ACCA reserves the right to examine
anything contained within the study
guide at any examination session. This
includes knowledge, techniques,
principles, theories, and concepts as
specified. For the financial accounting,
audit and assurance, law and tax exams
except where indicated otherwise,
ACCA will publish examinable
documents once a year to indicate
exactly what regulations and legislation
could potentially be assessed within
identified examination sessions.
For examinations, regulation issued or

legislation passed on or 31 August
annually, will be examinable from 1
September of the following year to 31
August of the year after that. Please
refer to the examinable documents for
the exam (where relevant) for further
information.
Regulation issued or legislation passed

in accordance with the above dates may
be examinable even if the effective date
is in the future.
The term issued or passed relates to

when regulation or legislation has been
formally approved.
The term effective relates to when

regulation or legislation must be applied
to an entity transactions and business
practices.
The study guide offers more detailed

guidance on the depth and level at
which the examinable documents will be
examined. The study guide should
therefore be read in conjunction with the
examinable documents list.

Corporate and Business Law (LW) (MLA) Syllabus

and study guide
This syllabus and study guide is designed to help with planning study and to provide
detailed information on what could be assessed in any examination session.
Aim
To develop knowledge and skills in the

understanding of the general legal Syllabus
framework, and of specific legal areas
relating to business, recognising the
need to seek further specialist legal
advice where necessary.
Relational diagram linking Corporate

and Business Law (LW) (MLA) with
other ACCA exams
This diagram shows direct and indirect

links between this exam and other
exams preceding or following it. Some
exams are directly underpinned by other exams and these links are shown as solid
line arrows. Other exams only have indirect relationships with each other such as
links existing between the accounting and auditing exams. The links between these
are shown as dotted line arrows. This diagram indicates where you are expected to
have underpinning knowledge and where it would be useful to review previous
learning before undertaking study.

Main capabilities
On successful completion of this exam, candidates should be able to:
A Identify the essential elements of the legal system including the main sources of
law
B Recognise and apply the appropriate legal rules relating to the law of obligations
C Explain and apply the law relating to employment relationships
D Distinguish between alternative forms and constitutions of business

organisations
E Recognise and compare types of capital and the financing of companies
F Describe and explain how companies are managed, administered and regulated
G Recognise the legal implications relating to insolvency law
H Demonstrate an understanding of corporate fraudulent and criminal behaviour
This diagram illustrates the flows and links between the main capabilities (sections)
of the syllabus and should be used as an aid to planning teaching and learning in a
structured way.

Rationale
Corporate and Business Law is

essentially divided into eight areas.
The syllabus starts with an introduction

to the overall legal system of Malta such
as the court system and sources of law,
including human rights legislation. It
then leads into the area of the law of
obligations including contracts 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
relating to companies.
These laws include the formation and

constitution of companies, the financing
of companies and types of capital, and
the day to day management, the
administration and regulation of
companies and legal aspects of
insolvency law.
The final section links back to all the

previous areas. This section deals with
corporate fraudulent and criminal
behaviour.

3. Capital maintenance and dividend

law
Detailed syllabus
F Management, administration and
A Essential elements of legal the regulation of companies
systems
1. Company directors
1. Court structure
2. Other company officers
2. Sources of law
3. Company meetings and resolutions
3. Human rights
G Insolvency law
B The law of obligations
1. Insolvency and corporate recovery
1. Formation of contract
H Corporate fraudulent and criminal
2. Breach of contract and remedies behaviour
3. The law of tort 1. Fraudulent and criminal behaviour
4. Professional negligence
C Employment law
1. Contract of employment
2. Dismissal and redundancy
D The formation and constitution of

business organisations
1. Agency law
2. Partnerships
3. Corporations and legal personality
4. The formation and constitution of a

company
E Capital and the financing of

companies
1. Share capital
2. Loan capital

Approach to examining the syllabus

Examination Structure
The syllabus is assessed by a two-hour paper-based examination.
The examination consists of:
Section A
- 25 x 2 mark objective test questions 50%
- 20 x 1 mark objective test questions 20%
Section B
- 5 x 6 mark multi-task question 30%
100%
All questions are compulsory.
Note on case law and legislation
Candidates should support their answers with analysis referring to cases or examples. There
is no need to detail the facts of the case. Remember, it is the point of law that the case
establishes that is important, although knowing the facts of cases can be helpful as
sometimes questions include scenarios based on well-known cases. Further it is not
necessary to quote section numbers of Acts

Study Guide
b) Analyse the differences between
internal and external requisites.[2]
A. Essential elements of the
legal system c) Explain the meaning of an offer and
distinguish it from an invitation to
1. Court structure treat.[2]
a) Define law and distinguish types of d) Explain the termination of an offer.[2]

law.[1]
e) Explain the meaning and
b) Explain the structure and jurisdiction consequence of acceptance.[2]
of the courts.[1]
f) Analyse the doctrine of privity.[2]
2. Sources of law
2. Breach of contract and remedies
a) Explain what is meant by case law
and precedent within the context of a) Explain the meaning and effect of
the hierarchy of the courts.[1] breach of contract, and the
remedies available for breach.[2]
b) Explain legislation and evaluate
delegated legislation.[1] b) Explain the rules relating to the
award of damages.[2]
c) Illustrate the rules and presumptions
used by the courts in interpreting 3. The law of tort
statutes.[1]
a) Explain the meaning of tort and
3. Human rights quasi-tort.[2]
a) Identify the concept of human rights b) Explain the meaning of contract and
as expressed in the Constitution of quasi-contracts.[2]
Malta and legislation.[2]
c) Identify examples of torts and quasi-
torts.[2]
b) Explain the impact of human rights
law on statutory interpretation.[2] d) Identify examples of quasi-
contracts.[2]
c) Explain the impact of human rights
law on local legislation.[2] e) Distinguish between quasi-contracts
and quasi-torts.[2]
B The law of obligations
4. Professional negligence
1. Formation of contract
a) Explain and analyse the duty of care
a) Distinguish between and analyse the of accountants and auditors,
internal and external requisites for a including the concept of professional
valid contract.[2] negligence.[2]

C Employment law D Formation and

constitution of business
1. Contract of employment
organisations
a) Distinguish between employees and
1. Agency law
the self-employed.[1]
a) Define the role of the agent and give
b) Distinguish between full-time and
examples of such relationships in
part-time employment.[1]
particular a mandate relationship.[2]
c) Explain the nature of the contract of
b) Explain the formation of the agency
employment and the main duties
relationship.[2]
placed on the parties on the
employer and employee.[1]
c) Define the rights of the parties to an
d) Explain the terms of a contract of agency relationship.[2]
employment and the information to
be given to employees in the d) Explain the potential liability of both
absence of a contract.[2] principal and agent.[2]
e) Explain the concept of probation.[2] 2. Partnerships
f) Explain the protection afforded to a) Demonstrate the nature of the

employees to ensure due receipt of different types of commercial
wages.[2] partnerships.[2]
2. Dismissal and redundancy b) Discuss the formation of a

partnership, including the contents of
a) Distinguish between definite and partnership deeds and the
indefinite term contracts of procedure to make changes
employment.[2] thereto.[2]
b) Distinguish between termination of c) Explain the rights and duties of

definite and indefinite term contracts partners in relation to partnership
of employment.[2] activity and its management.[2]
c) Explain termination on grounds of d) Analyse the liability of various

redundancy and the operation of the partners for partnership debts.[2]
rules relating to redundancy.[2]
e) Explain the dissolution of a
d) Explain what is meant by partnership, and partners
redundancy and termination for a subsequent rights and liabilities.[2]
good and sufficient cause.[2]
3. Corporations and legal
e) Discuss the remedies available to personality
those who have been subject to
unfair dismissal or redundancy.[2] a) Distinguish between sole traders,
commercial partnerships and
companies.[1]

b) Explain the meaning and effect of a) Examine the different types of share
limited liability.[2] capital.[2]
c) Analyse different types of b) Illustrate the different classes of

companies, especially private and shares and the rights of the holders
public companies, including single thereof, and the procedure for
member private companies and altering class rights.[2]
private exempt companies, and the
procedure to change the status of a c) Explain the procedure for altering
company.[2] capital, including increases in capital
for a non-cash consideration.[2]
d) Illustrate the effect of separate legal
personality and the corporate veil.[2] 2. Loan capital
e) Recognise instances where a) Define companies’ borrowing

separate personality will be ignored powers.[1]
and the corporate veil be lifted.[2]
b) Explain the meaning of
4. The formation and constitution of debentures.[2]
a company
c) Distinguish loan capital from share
a) Explain the role and duties of capital and explain the different
company promoters.[2] rights held by shareholders and
debenture holders.[2]
b) Describe the procedure for
registering companies, both public d) Describe procedure and effect of
and private, and the role of the pledging shares in a company.[2]
Registrar.[2]
3. Capital maintenance and dividend
c) Describe the statutory books, law
records and returns that companies
must keep or make.[1] a) Explain the doctrine of capital
maintenance and capital reduction,
d) Explain the content and effect of the including a serious loss of capital.[2]
memorandum of association.[2]
b) Explain the rules governing the
e) Describe the contents of the model distribution of dividends in both
articles of association.[1] private and public companies.[2]
f) Analyse the procedure to effect F Management, administration and
changes to the company’s regulation of companies
constitutional documents.[2]
1. Company directors
E Capital and the financing
of companies a) Explain the role of directors in the
operation of a company, and the
1. Share capital different types of directors, such as
executive/non-executive directors
and shadow directors.[2]

b) Discuss the ways in which directors liquidation, including members’ and

are appointed, can lose their office creditors’ voluntary liquidation.[2]
and the disqualification of
directors.[2] b) Explain the meaning of and the
procedure involved, in compulsory
c) Distinguish between the powers of liquidation.[2]
the board of directors, the managing
director/chief executive and c) Explain the role of the liquidator and
individual directors to bind their the exercise of his powers in both
company.[2] voluntary and compulsory winding
up procedures.[2]
d) Explain the duties that directors owe
to their companies, and the controls d) Explain administration as an
imposed by law over transactions alternative to winding up.[2]
between directors and their
companies, including loans.[2] e) Explain the corporate recovery
procedure.[2]
2. Other company officers
f) Identify the role of the courts and the
a) Discuss the appointment procedure special controller in a corporate
relating to, and the duties and recovery.[1]
powers of, a company secretary.[2]
H Corporate fraudulent and
b) Discuss the appointment procedure
relating to,and the duties and rights
criminal behaviour
of, a company auditor, and their
1 Fraudulent and criminal
subsequent removal or resignation.[2]
behaviour
3. Company meetings and
resolutions a) Recognise the nature and legal
control over market abuse.[2]
a) Distinguish between types of
meetings:general meetings and b) Recognise the nature and legal
annual general meetings.[1] control over money laundering.[2]
b) Distinguish between types of

resolutions: ordinary, special and c) Recognise the nature and legal
written.[2] control over bribery.[2]
c) Explain the procedure for calling and d) Discuss potential criminal activity in
conducting company meetings.[2] the operation, management and
winding up of companies.[2]
G insolvency law
e) Recognise the nature and control
1 Insolvency and corporate over fraudulent and wrongful
recovery trading.[2]
a) Explain the meaning of, and

procedure involved, in voluntary

Summary of changes to Corporate and Business Law (LW)

(MLA)
ACCA periodically reviews its qualification syllabuses so that they fully meet the
needs of stakeholders such as employers, students, regulatory and advisory bodies
and learning providers.
There have been no additions to,or deletions from, the syllabus.

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December 2018

Guide to structure of the

This is a narrative explaining how the

© ACCA 2018-2019 All rights reserved.

Intellectual Levels Learning Hours and

© ACCA 2018-2019 All rights reserved.

Guide to ACCA ACCA’s regulatory approved quality

The other Applied Skills examinations Strategic Business Leader is ACCA’s

© ACCA 2018-2019 All rights reserved.

the structure of each of these exams is

ACCA encourages students to take time

Time should be taken to ensure that all

The pass mark for all ACCA

© ACCA 2018-2019 All rights reserved.

For examinations, regulation issued or

Regulation issued or legislation passed

The term issued or passed relates to

The term effective relates to when

The study guide offers more detailed

© ACCA 2018-2019 All rights reserved.