City University of Hong Kong offered by School of Law with effect from Semester B 2015 / 2016 Part I Course Overview Course Title: The Law Relating to Companies Course Code: LW3902 Course Duration: One Semester Credit Units: 3 Level: Medium of Instruction: Medium of Assessment: Prerequisites: (Course Code and Title) Precursors: (Course Code and Title) Equivalent Courses: (Course Code and Title) Exclusive Courses: (Course Code and Title) B3 English English LW2903 Business and Law for BBA and Out of Discipline Students except those enrolling in BBA Accountancy and Law Major. Nil Nil BBA students who have taken LW3902 or required to do LW3902 as a required course cannot take the law elective course LW4656 Company Law 1 1
Part II Course Details 1. Abstract (A 150-word description about the course) The aims and objectives of this course are as follows: 1.1 To introduce the student to the law of business organisations. 1.2 To understand the historical development of, and differences between, the various forms of business organisations. 1.3 To appreciate and examine the concepts of separate legal entity and limited liability. 1.4 To provide students with an how the law taught interacts with their working lives in a practical and understandable way. 1.5 To understand the constitutional framework of corporate bodies, the relationships between internal organs, and the relationships between the company and external agencies. 1.6 To appreciate the legal regime affecting corporate directors and shareholders and to explore the relationships between them. 1.7 To explore aspects of corporate law which are of particular interest and relevance to the student s major discipline. 1.8 To develop student awareness of the implications of laws relating to companies in facilitating or limiting the achievement of commercial or other goals and in balancing the competing interests of the investors, creditors, managers, employees and the public. 1.9 To encourage students to think creatively about applying legal principles to real world fact situations. 1.10 To appreciate how legal knowledge can assist in formulating risk management strategies in the business context. 2. Course Intended Learning Outcomes (CILOs) (CILOs state what the student is expected to be able to do at the end of the course according to a given standard of performance.) No. CILOs # Weighting* (if applicable) Discovery-enriched curriculum related learning outcomes (please tick where appropriate) A1 A2 A3 1. Describe and explain the basic principles of the law relating to companies. 2. Recognise and identify how company law principles are N/A relevant in the provision of professional services to clients in the discipline of accounting. 3. Apply the fundamental and basic principles of company N/A law to client problems that may arise in the context of an accountancy practice. * If weighting is assigned to CILOs, they should add up to 100%. N/A # Please specify the alignment of CILOs to the Gateway Education Programme Intended Learning outcomes (PILOs) in Section A of Annex. N/A 2
A1: Attitude Develop an attitude of discovery/innovation/creativity, as demonstrated by students possessing a strong sense of curiosity, asking questions actively, challenging assumptions or engaging in inquiry together with teachers. A2: Ability Develop the ability/skill needed to discover/innovate/create, as demonstrated by students possessing critical thinking skills to assess ideas, acquiring research skills, synthesizing knowledge across disciplines or applying academic knowledge to self-life problems. A3: Accomplishments Demonstrate accomplishment of discovery/innovation/creativity through producing /constructing creative works/new artefacts, effective solutions to real-life problems or new processes. Alignment of CILOs with PILOs: PILOs (BBA (Hons) Accountancy) CILOs 3 Apply creative- and critical-thinking in solving business-related problems. 2, 3 4 Attain personal and team goals using individual and interpersonal skills. 1,2, 3 5 Demonstrate awareness of ethical and global issues in business. 3 PILOs (BBA (Hons) Accountancy and Law) CILOs 3 Apply creative- and critical-thinking in solving business-related problems. 2, 3 4 Attain personal and team goals using individual and interpersonal skills. 1,2, 3 5 Demonstrate awareness of ethical and global issues in business. 3 8 Demonstrate and apply skills in legal research and legal writing in core law subjects. 1, 2, 3 PILOs (BBA Accountancy and Management Information Systems) CILOs 3 Apply creative- and critical-thinking in solving business-related problems. 2, 3 4 Attain personal and team goals using individual and interpersonal skills. 1,2, 3 5 Demonstrate awareness of ethical and global issues in business. 3 3. Teaching and Learning Activities (TLAs) (TLAs designed to facilitate students achievement of the CILOs.) TLA Brief Description CILO No. Hours/week (if 1 2 3 applicable) Lectures The course leader will present and 2 hours explain the substantive law on the topics listed below in the course syllabus. Tutorials Students will be expected to work 1 hour through problem type questions in the tutorial, apply the relevant principles discussed in the lecture, analyze and then hypothesize on the projected answer to the problem. Group presentation and papers Students will undertake a problem-based or essay type presentation and group paper. 3
4. Assessment Tasks/Activities (ATs) (ATs are designed to assess how well the students achieve the CILOs.) Assessment Tasks/Activities CILO No. Weighting* Remarks 1 2 3 Continuous Assessment: 40% Tutorial Participation 10% Your participation during the interactive small group sessions allows you to demonstrate your capacity to understand, analyse and apply rules and principles. Your responses in these sessions will enable you and your teachers to assess the adequacy of your learning and how to improve it where necessary. Group Presentation and Individual Paper 30% Students will be required to prepare on a seminar problem during the tutorials. You will need to: (1) prepare a 1000 word individual written paper answering the question (20%) (2) present the same seminar problem in a group during the tutorials (10%) Students will be graded on their understanding and application of the law, as well as their ability to provide the reader with a persuasive legal argument. Logic, the use, application and case law will also be graded. Examination: 60% (duration: 2 hours) 2 hour examination 60% The exam will be in a controlled environment as arranged by the Academic Regulations and Records Office. The exam will test students overall the course material and their ability to apply legal principles to problem style questions. * The weightings should add up to 100%. 100% A student must obtain a minimum mark of 30% in both coursework and examination and an overall mark of 40% in order to pass a course. 4
5. Assessment Rubrics (Grading of student achievements is based on student performance in assessment tasks/activities with the following rubrics.) Assessment Task Criterion Excellent (A+, A, A-) 1. Tutorial Participation Ability to master principles, theories and concepts; Ability to identify the right issues and address the problems; Ability to conduct legal research; Strong original thinking; good organization, capacity to analyse and synthesize; superior grasp of extensive knowledge base. Good (B+, B, B-) Evidence of grasp of subject, some critical capacity and analytic ability; reasonable issues; familiarity with literature. Adequate (C+, C, C-) Student who is profiting from the university experience; the subject; ability to develop solutions to simple problems in the material. Marginal (D) Sufficient familiarity with the subject matter to enable the student to progress without repeating the course. Failure (F) Little familiarity with the weakness in critical and analytic skills; limited, or irrelevant use of literature. Ability to apply the relevant laws to the issues; 2. Group Presentation and Paper Ability to present arguments and observations clearly and in a well thought out manner. Students will be graded on their understanding and application of the law, as well as their ability to provide the reader with a persuasive legal argument. Logic, use, application and case law will also be graded. Strong original thinking; good organization, capacity to analyze and synthesize; superior grasp of extensive knowledge base. Evidence of grasp of subject, some critical capacity and analytic ability; reasonable issues; familiarity with literature. Student who is profiting from the university experience; the subject; ability to develop solutions to simple problems in the material. Sufficient familiarity with the subject matter to enable the student to progress without repeating the course. Little familiarity with the weakness in critical and analytic skills; limited, or irrelevant use of literature. 5
3. Examination The examination will test students ability to apply legal principles to problem style questions on topics not covered in the assignment. Strong original thinking; good organization, capacity to analyze and synthesize; superior grasp of extensive knowledge base. Evidence of grasp of subject, some critical capacity and analytic ability; reasonable issues; familiarity with literature. Student who is profiting from the university experience; the subject; ability to develop solutions to simple problems in the material. Sufficient familiarity with the subject matter to enable the student to progress without repeating the course. Little familiarity with the weakness in critical and analytic skills; limited, or irrelevant use of literature. 6
Part III Other Information (more details can be provided separately in the teaching plan) 1. Syllabus (An indication of the key topics of the course.) 1.1 Keyword Syllabus The course will consist of 13 seminars. Their will be an introduction to Company Law in Hong Kong as well as an introduction to the different business vehicles available to those looking to either advise or start up their own business. The course will proceed by introducing students to the fundamental aspects of company formation, the obligations and responsibilities officers possess within the company and the consequences of failing to abide by those obligations. The course will then move onto the crucial aspects of the law as it applies to students working careers. Not only will the course provide a working knowledge for students but also how it applies on an everyday basis. References will be made to the social context (corporate governance) in which the law operates, this will provide students with an how cohesive, well balanced and wealthy Hong Kong has become. By the end of the course not only will students have an operational understanding but also an appreciation of how law has contributed to all the above attributes that the city of Hong Kong possesses today. In furtherance of the course objectives frequent comparisons will be made to other common law jurisdictions and how the law is applied there. 1.2 Detailed Syllabus The following topics are studied in detail: 2.1 Comparative examination of incorporated and unincorporated business organisations: Sole Traders, Partnerships, and Corporations. Survey of the law related to the formation of business organisations 2.2 The Registered Company; Nature of the company the corporate entity concept, piercing the corporate veil. Related Public and Private companies, Limited and Unlimited companies. 2.3 Types of Registered company Public and Private companies, Limited and Unlimited companies 2.4 Constitution of the company Articles of Association 2.5 Institutions of the Company and Relationships between them: 2.5.1 Directors- (a) Function and nature of office (b) Delegation of general management to Directors (c) Duties and Liabilities care and skill, fiduciary, statutory (d) Relationship between Directors and Shareholders alteration of management power, dismissal, residual powers, derivative action, insider dealing. 2.5.2 Shareholders/Members (a) General meeting procedures, quorums, resolutions and powers. (b) Nature of shares and rules on share capital share issue and maintenance of capital (c) Shareholder Rights management, voting, variation of those rights. The right to information, meetings. Minority rights. 2.6 Company Secretary (a) Appointment (b) Role (c) Duties 7
2.7 Auditors (a) Appointment and duties (b) Removal, resignation and replacement 2.8 Regulatory bodies (a) Outline some important external regulatory bodies and their role, duties, powers and procedures, in relation to the work of an accountant. (b) Identify what an accountant needs to have for a broad general knowledge of the statutory and non-statutory regulations administered by regulatory bodies, such as: a. The Hong Kong Monetary Authority; b. The Securities and Futures Commission; c. The Stock Exchange; d. The Insurance Authority. 2.9 Loan capital The nature of debentures. The nature of charges fixed and floating, registration and priority on winding up. 2.10 Reconstruction, merger, and take-over 2.11 Receivership, voluntary & compulsory liquidation, the process of liquidation and dissolution. 2.12 Anti-money laundering and counter-terrorist financing. 2. Reading List 2.1 Compulsory Readings (Compulsory readings can include books, book chapters, or journal/magazine articles. There are also collections of e-books, e-journals available from the CityU Library.) 1. Vanessa Stott, Hong Kong Company Law (14th Edn Pearson, Hong Kong 2015) 2. DK Srivastava, Business Law In Hong Kong, Fourth Edition, 2014. 2.2 Additional Readings (Additional references for students to learn to expand their knowledge about the subject.) 1. Stefan HC Lo and Charles Z Qu, Law of Companies in Hong Kong, Sweet & Maxwell, 2nd edn, 2015. 8