December 2018

to
June 2019

Corporate and
Business Law
(LW) (LSO)
Syllabus and study guide
Corporate and Business Law (LW) (LSO)

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)(LSO) 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.

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Corporate and Business Law (LW) (LSO)

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.

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Corporate and Business Law (LW) (LSO)

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

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Corporate and Business Law (LW) (LSO)

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%.

© ACCA 2018-2019 All rights reserved.

Corporate and Business Law (LW) (LSO)

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.

© ACCA 2018-2019 All rights reserved.

Corporate and Business Law (LW) (LSO)

Corporate and Business Law (LW) (LSO) 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) (LSO) 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.

© ACCA 2018-2019 All rights reserved.

Corporate and Business Law (LW) (LSO)

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
in Lesotho

G Recognise and apply the legal rules that relate to liquidation

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.

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Corporate and Business Law (LW) (LSO)

Rationale

Corporate and Business Law is divided

into eight broad areas.

The first deals with an introduction to the

overall legal system of Lesotho. The
court system and sources of law.

The second deals with the law of

obligations and focuses on contracts
and the law of delict. These two
underpin business transactions
generally. The third to seventh cover a
range of specific legal areas relating to
various aspects of business that are of
most concern to finance professionals.
These are the law relating to
employment and the law relating to
business organisations.

The law relating to business

organisations consists of agency law,
partnerships and the companies. The
law relating to companies include the
formation and constitution of companies,
the financing of companies and types of
capital, the day-to-day management, the
administration and regulation of
companies and legal aspects of
liquidation.

The final section links back to all the

previous areas. It deals with corporate
fraudulent and criminal behaviour.

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Corporate and Business Law (LW) (LSO)

2. Loan capital
Detailed syllabus
3. Capital maintenance and dividend
A Essential elements of the legal law
system
F Management, administration and
1. Law and the legal system the regulation of companies

2. Sources of law 1. Company directors

2. Other company officers

B The law of obligations
3. Company meetings and resolutions
1. Formation of contract
G Liquidation
2. Content of contracts
1. Liquidation and administration
3. Discharge of contract, breach of
contract and remedies

4. The law of delict and professional H Corporate fraudulent and criminal

negligence behaviour

1. Fraudulent and criminal behaviour

C Employment law

1. Contract of employment

2. Dismissal and retrenchment

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

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Corporate and Business Law (LW) (LSO)

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 any cases, since it is the point of
law established that is important. Knowing the facts can sometimes be helpful, as
sometimes questions may include scenarios based on well-known cases. Further, it
is not necessary to quote section numbers of legislation.

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Corporate and Business Law (LW) (LSO)

Study Guide
b) Explain the meaning of an offer and
distinguish it from an invitation to
A. Essential elements of the offer.[2]
legal system c) Explain the termination of an offer.[2]
1. Law and the legal system
d) Explain the meaning and
consequence of acceptance.[2]
a) Explain legal dualism and the
reception of the common law in e) Explain contracts for the benefit of
Lesotho.[1]
third parties.[2]
b) Define law and distinguish types of
f) Explain the need for, and the
law.[1] requirement of, the intention to
create legal relations.[2]
c) Explain the structure and operation
of the courts.[1] 2. Content of contracts
2. Sources of law
a) Distinguish between terms from
representations.[1]
a) Explain the importance of the
Constitution as a source of law b) Explain the various contractual
including the doctrine of separation
terms.[1]
of powers.[2]
c) Explain the effect of exemption
b) Explain what is meant by case law
clauses and evaluate their control.[2]
and precedent.[1]
3. Discharge of contract, breach of
c) Explain legislation and evaluate contract and remedies
delegated legislation.[1]
a) Explain the ways in which a contract
d) Expain the procedure for passing may be discharged, including
legislation.[1]
cession, assignment and
delegation.[2]
e) Illustrate the rules and presumptions
used by the courts in interpreting b) Explain the concept and
statutes and documents.[1] consequences of mora.[2]
f) Explain the concept and impact of c) Explain the meaning and effect of
fundamental human rights as
breach of contract.[2]
provided in the Constitution. [2]
d) Analyse the remedies available, both
B The law of obligations common law and equitable, for
breach of contract and the rules
1. Formation of contract relating to the award of damages.[2]

a) Analyse the nature of a contractual

agreement including the doctrine of
quasi-mutual assent.[2]

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Corporate and Business Law (LW) (LSO)

4. The law of delict and professional d) Explain unfair dismissal, including

negligence the procedure, and fair and unfair
reasons for dismissal.[2]
a) Explain the nature and basis of
delictual liability.[2] e) Discuss the remedies for unfair
dismissal.[2]
b) Identify examples of delictual liability
including ‘passing off’ and f) Explain what is meant by
negligence.[2] retrenchment and the grounds for
retrenchment.[2]
c) Explain the principles of harm, fault
and wrongfulness.[2] g) Explain terminal benefits including
severance pay.[2]
d) Explain the meaning of causation.[2]
D The formation and
e) Identify delictual remedies and the
principles used in the calculation of
constitution of business
damages.[2] organisations

f) Discuss defences available in 1. Agency law

actions involving culpa.[2]
a) Explain the role of the agent and
g) Explain and analyse the duty of care give examples of such relationships
of accountants and auditors.[2] paying particular regard
to partners and company directors.[2]
C Employment law
b) Explain the formation of the agency
relationship.[2]
1. Contract of employment
c) Define the authority of the agent.[2]
a) Distinguish between employees and
the self-employed.[2]
d) Explain the potential liability of both
principal and agent.[2]
b) Explain the nature of the contract of
employment and the main common
e) Explain the termination of the
law and statutory duties placed on
agency relationship.[2]
the employer and employee.[2]
2. Partnerships
2. Dismissal and retrenchment
a) Demonstrate a knowledge of the
a) Explain termination of employment
legislation governing partnerships.[1]
by notice.[2]
b) Discuss the formation of a
b) Distinguish between summary and
partnership.[2]
constructive dismissa.[2]
c) Explain the authority of partners in
c) Explain wrongful dismissal.[2]
relation to partnership activity.[2]

d) Analyse the liability of various

partners for partnership debts.[2]

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Corporate and Business Law (LW) (LSO)

f) Describe the contents of the articles

e) Explain the termination of a of incorporation.[1]
partnership and partners’
subsequent rights and liabilities.[2] g) Explain how articles of incorporation
can be changed.[2]
3. Corporations and legal
personality h) Describe the controls over the
names that companies may or may
a) Distinguish between sole traders, not use.[2]
partnerships and companies.[1]
E Capital and the financing
b) Explain the meaning and effect of
limited liability.[2]
of companies
1. Share capital
c) Analyse different types of
companies.[2]
a) Examine the different types of
capital.[2]
d) Illustrate the effect of separate legal
personality and the veil of
b) Illustrate the difference between
incorporation.[2]
various classes of shares and the
procedure for altering class rights.[1]
e) Recognise instances where
separate personality will be ignored
c) Explain the allotment of shares;
(lifting the veil of incorporation).[2]
rights issue and the bonus issue of
shares.[2]
4. The formation and incorporation
of a company
d) Explain the effect of issuing shares
either at a discount, or at a
a) Explain the role and duties of
premium.[2]
company promoters and the
remedies available to a company for
2. Loan capital
breach of those duties.[2]
a) Define companies’ borrowing
b) Explain the meaning of, and the
powers.[1]
rules relating to, pre-incorporation
contracts.[2]
b) Explain the meaning of loan capital
and debentures.[2]
c) Describe the procedure and the
rules for registering companies, both
c) Explain the differences between loan
public and private.[1]
capital and share capital, and
distinguish between the rights held
d) Describe the statutory books,
by shareholders and
records and returns that companies
debentureholders.[2]
must keep or make.[2]
d) Explain the concept of a company
e) Analyse the effect of a company's
charge.[2]
articles of incorporation.[2]
e) Explain the procedure for registering
debentures or company charges.[2]

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Corporate and Business Law (LW) (LSO)

3. Capital maintenance and dividend 3. Company meetings and

law resolutions

a) Explain the doctrine of capital a) Distinguish between types of

maintenance and capital reduction.[2] meetings: statutory, annual general
meeting, extraordinary general
b) Explain the rules governing the meeting, court-ordered meeting, and
distribution of dividends in both resolutions in lieu of meetings.[1]
private and public companies.[2]
b) Distinguish between types of
F Management, resolutions: ordinary, special and
written.[1]
administration and
regulation of companies c) Explain the procedure for calling and
conducting company meetings.[1]
1. Company directors
G Liquidation
a) Explain the role of directors in the
operation of a company, and
1 Liquidation and administration
different types of directors, such as
executive/non-executive and de jure
a) Explain the meaning of, the grounds
and de facto directors.[1]
for and the procedure involved in
voluntary dissolution.[2]
b) Discuss the ways in which directors
are appointed, can leave their office
b) Explain the meaning of, the grounds
and the disqualification of
for and the procedure involved in
directors.[2]
compulsory liquidation.[2]
c) Distinguish between the powers of
c) Explain the meaning of, the grounds
the board of directors, the managing
for, and the procedure involved in
director/chief executive and
judicial dissolution.[2]
individual directors to bind their
company.[2]
d) Explain the order in which company
debts will be paid off on
d) Explain the duties that directors owe
liquidation.[2]
to their companies, and the controls
over transactions between directors
e) Explain judicial management as an
and their companies including
alternative to winding up.[2]
loans.[2]
f) Explain the way in which a judicial
2. Other company officers
manager may be appointed, the
effects of such appointment, and the
a) Discuss the appointment procedure
powers and duties of a judicial
relating to, and the duties and
manager.[2]
powers of, a company secretary.[2]

b) Discuss the appointment procedure

relating to, and the duties and rights
of, a company auditor, and their
subsequent removal or resignation.[2]

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Corporate and Business Law (LW) (LSO)

H Corporate fraudulent and

criminal behaviour
1 Fraudulent and criminal
behaviour

a) Explain the nature and legal control

over money laundering.[2]

b) Explain the nature and legal control

over bribery and corruption.[2]

c) Explain the nature and legal control

over insider dealing.[2]

d) Discuss potential criminal activity in

the operation, management and
winding up of companies.[2]

d) Explain the nature and legal control

over fraudulent and wrongful
trading.[2]

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Corporate and Business Law (LW) (LSO)

Summary of changes to Corporate and Business Law (LW)

(LSO)
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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