CORPORATE LAW BLAW 3101

MODULE DETAILS

Course Location : Cyberjaya

Program Name : BBA, Bachelor of Business Administration (Hons)
BAF, Bachelor of Business (Hons) in Accounting
BIB, Bachelor of Business (Hons) in International
Business
Semester :5
Credit :2
Status : Major
Contact hours : 3hours hrs lecture and tutorial)
No. of weeks : 14 teaching weeks+ 2 Final exam week + 1 week
midterm break
No. of assignments : 1 group assignment
Lecturer Name : s.santhi
Contact Number :
Portfolio : N/A
Venue : class room 18
Day : Thursday and Friday
Time : 05.00pm –08.00

Prepared by s.santhi Checked by :

Signature Date 1-8-2011 Signature : Date

This document comprises the following:

 Essential Information
 Specific Module Information
 Module Rules & Regulations
 Grades
 Plagiarism
 Module Introduction
 Module Aims & Objectives
 Learning Outcome
 Specific Generic Learning Skills
 Syllabus + Lecture Outline
 References
 Assignment Schedule
 Assessment Criteria
 Specific Criteria

Other documents as follows will be issued to you on an ongoing basis

throughout the semester:

 Handouts for Assignments

 Submission Requirements + Guidelines

1.0 ESSENTIAL INFORMATION

 All modules other than electives are 'significant modules'
 As an indicator of workload one credit carries and additional 2
hours of self-study per week. For example, a module worth 3
credits require that the student spends an additional 6 hours
per week, either reading, completing the assignment or doing
self-directed research for that module.
 Submission of ALL assignment work is compulsory in this
module. A student cannot pass this module without having to
submit ALL assignment work by the due date or an approved
extension of that date.
 All assignments are to be handed on time on the due date.
Students will be penalized 10 percent for the first day and 5
 percent per day thereafter for late submission (a weekend or a
public holiday counts as one day). Late submission, after the
date Board of Studies meeting will not be accepted.
 Due dates, compulsory assignment requirements and
submission requirements may only be altered with the consent
of the majority of students enrolled in this module at the
beginning/early in the program.
 Extensions of time for submission of assignment work may be
granted if the application for extension is accompanied by a
medical certificate.
 Overseas travel is not an acceptable reason for seeking a
change in the examination schedule.
 Only the Head of School can grant approval for extension of
submission beyond the assignment deadline.
 Re-submission of work can only receive a 50% maximum
pass rate.
 Supplementary exams can only be granted if the level of work
is satisfactory AND the semester work has been completed.
 Harvard referencing and plagiarism policy will apply on all
written assignments.

2.0 SPECIFIC MODULE INFORMATION

 Attendance rate of 80% is mandatory for passing module.
 All grades are subject to attendance and participation.
 Absenteeism at any scheduled presentations will result in zero
mark for that presentation.
 Visual presentation work in drawn and model form must be
the original work of the student.
 The attached semester program is subject to change at short
notice.

3.0 MODULE RULES AND REGULATIONS:

Assessment procedure:
  These rules and regulations are to be read in conjunction with
the UNIT AIMS AND OBJECTIVES
 All assignments/projects must be completed and presented for
marking by the due date.
 Marks will be deducted for late work and invalid reasons.
 All assignments must be delivered by the student in person to
the lecturer concerned. No other lecturer is allowed to accept
students’ assignments.
 All tests/examinations are compulsory.
 Students must sit the test/examination on the notified date.
 Students are expected to familiarize themselves with the
test/examination timetable.
 Students who miss a test/examination will not be allowed to
pass.
 Any scheduling of tutorials, both during or after lecture hours,
is TOTALLY the responsibility of each student. Appointments
are to be proposed, arranged, confirmed, and kept, by each
student. Failure to do so in a professional manner may result
in penalty of grades. Tutorials WITHOUT appointments will
also NOT be entertained.
 Note that every assignment is given an ample time frame for
completion. This, together with advanced information
pertaining deadlines gives you NO EXCUSE not to submit
assignments on time.

4.0 GRADES (Old Grading)

All modules and assessable projects will be graded according to

the following system. With respect to those units that are
designated 'Approved for Pass/Fail' the grade will be either PA or
F:

Grade Numeric Grade Description

 90 – 100 A+
85 – 89 A Pass with Distinction
80 – 84 A-
75 – 79 B+
74 – 70 B Pass with Credit
65 – 69 B-
60 – 64 C+
55 – 59 C Pass
50 – 54 C-, PX, PC
0 – 49 F Fail

EXP Exempted
PC Pass Conceded
PP Pass Provisional with extra work needed
PX Pass after extra work is given and passed
X Ineligible for assessment due to unsatisfactory
attendance
D Deferred
W Withdraw
DNA Did Not Attend Module
DNC Did Not Complete Module

GRADES (New Grading)

All modules and assessable projects will be graded according to
the following system. With respect to those units that are
designated 'Approved for Pass/Fail' the grade will be either PA or
F:
Grade Numeric Grade Description

80 – 100 A
75 – 79 A- Pass with Distinction
70 – 74 B+
 65 – 69 B Pass with Credit
60 – 64 B-
55 – 59 C+
50 – 54 C Pass
45 – 49 C-,
40 – 44 D,PX, PC
35 – 39 X Supplementary Work/Resit Exam
0 – 39 F Fail

38 – 39 Can be considered for PC

5.0 PLAGIARISM, COPYRIGHT, PATENTS, OWNERSHIP OF

WORK: STUDENT MAJOR PROJECT, THESES & WORKS

6.0 MODULE INTRODUCTION

Corporate law is a branch of company law and of dominant kind
of business enterprise law in the modern world. Corporate law
therefore, is an important branch of company law that focus on
the status of shareholders, directors, employees, creditors and
other stake holders in the running of a company. Thus, corporate
law is a preoccupation about big business institution which has
separate legal entity.
This module will introduce the students to the basic principle of
company law or incorporation law and most importantly the set of
laws that governs the operation and management of companies.
This module will also focus on the germane legal issues in
corporate law such as the formation, management, and
reconstruction, and management of companies. The statutory
powers and duties of company’s directors, receivers, and the
winding up of a companies and corporate governance, and
insolvency among other legal issues relating to corporate entity
will be discussed.
This module in a nutshell gives students the knowledge of the
principles of law that govern Companies (English & Malaysian
law).
7.0 MODULE AIMS AND OBJECTIVES
Providing students with:-

 Guided the basic knowledge of the principles of corporate

law (company law), using the English & Malaysian company
law as model;
 Trained students to the administration and operation of
corporate bodies or entities especially companies with the
laid down legislative framework
 Introduced of the procedures for the formation of corporation
and the legal consequences of incorporation
 Taught of the major operating documents in the operation
and management of companies
 Involved the provision of the Malaysian company Act or the
company law of other jurisdictions in relation to company’s
internal and external relations; and
 Introduced to areas of conflict and thereby applying the laws
to resolve such conflicts.

8.0 LEARNING OUTCOME

Students would at the end of the course be able to:

 Explain between the various types business organizations

and their characteristics
 Write the form and purpose of the constitutional documents
 Apply the various methods of raising finance
 Analyze the duties and functions of the officers of the
company
 Explain the fundamental principles that regulate company
meetings
 Write the effect of insolvency upon a company and the
requirements with regard to receivership and winding up of
company.
 Write the role of the law with regard to protection of minority
shareholders.
9.0 SPECIFIC GENERIC LEARNING SKILLS
Problem-solving skills, presentation skills, research skills, analytical
skills and team work.

10.0 UNIT SYLLABUS + LECTURE OUTLINE:

Week: 1
LECTURE 1: General Introduction
Lecture Synopsis: Students will learn: History of Modern
Company Law, Introduction to Types of
Business Organizations, Partnerships
and Companies Compared, Company Law:
Nature & Functions.
Handout: Power points handout, Assignment
question
Tutorials: Tutorial 1

Week: 2
LECTURE 2: Promotion and
Incorporation
Lecture Synopsis: Students will learn: The promoter and
his duties, Effect of incorporation, Overseas
Companies.
Handout: Power points handout
Tutorials: Tutorial 2

Week: 3
LECTURE 3: The Constitution of the Company –
Memorandum of Association
Lecture Synopsis: Students will learn: The name,
Company names, Business Names, Registered
Office, The objects clause and other
contents/clauses, Limitation of liability clause
 Capital, Association clause, Alteration of the
memorandum.
Handout: Power points handout
Tutorials Tutorial 3

Week: 4
LECTURE 4: The Constitution of the Company – Articles of
Association
Lecture Synopsis: Students will learn: Contents &
Alteration of the articles, Legal effect of the
Memorandum and articles, the effect
of the Contracts (Rights of Third Parties) Act
1999, the articles and new technology.
Handout: Power points handout
Tutorials: Tutorial 4

: 7
MID TERM BREAK

Week: 6
LECTURE 5: The Capital of a company
Lecture Synopsis: Students will learn: Classes of
capita/Reducing capital, Preference shares,
Redeemable shares, Ordinary shares, Variation and abrogation of
class rights
Transfer of shares, forfeiture and
lien/dividends.
Handout: Power points handout
Tutorials Tutorial 5

Week: 7
LECTURE 6: Corporate Criminal Responsibly/Liability
Lecture Synopsis: Students will learn: Typology of
corporate crimes, circumstance under which
corporation will be held criminally liable for
 certain conducts, e.g. breach of regulatory
guidelines (regulatory offences), corporate
executive and criminal liability and control of
corporate crimes.
Handout: Power points handout
Tutorials Tutorial 6

week: 8
MID TERM TEST

Week: 9
PRESENTATION

Week: 10
LECTURE 7: Minority Protection
Lecture Synopsis: Students will learn: The rule in Foss v
Harbottle, Minority Protection under
Statute – generally, Statutory protection against
unfair prejudice, Minority protection
The shareholders’ agreements, Minority
petition for just and equitable winding-up.
Handout: Power points handout
Tutorials Tutorial 7
Due date: Assignment
____________________________________________________
_____________________________________

Week: 11
LECTURE 8: Directors
Lecture Synopsis: Students will learn: Appointment
and management, Financial arrangements
Fair dealing, Duties, Vacation of office,
disqualification and personal liability.
Handout: Power points handout
Tutorials Tutorial 8
 Week: 12
LECTURE 9: Meetings and resolutions
Lecture Synopsis: The students will learn: General
meetings of the company, Notice of meetings
Procedures at meetings,
Chairman,Voting,Proxies,Adjournment,Minutes,Other
Issues.
Handout: Power points handout
Tutorials Tutorial 9

Week: 13
LECTURE 10: Debentures and charges
Lecture Synopsis: Students will learn: Power to borrow,
Debentures In general,
Types of debenture ,Acquisition of
debentures, The trust deed, Company charges
(fixed and floating charges), Crystallisation of
floating charges, Postponement of
floating charges, Priority of Charges, Other
relevant issues.
Handout: Power points handout
Tutorials Tutorial 10

Week: 14
LECTURE 10: Corporate Insolvency
Lecture Synopsis : Students will learn: Company rescue,
Receivers and administrative receivers
Winding – up.
Handout: Power points handout
Tutorials Tutorial 11

Week: 15
REVISION
 ____________________________________________________
_____________________________________

Week: 16
FINAL EXAM

11.0 REFERENCES

Text for Reading & Reference

 Smith and Keenan, Company Law , 15th Ed., 2005, Pearson

Education Longman
 Charlesworth & Morse, Company Law, 17th Ed., 2005, Sweet &
Maxwell
 Walter Woon, FT Law & Tax, Company Law, 2nd Edition.

Statutes

 Malaysian Companies Act

12.0 ASSIGNMENT SCHEDULE

Assessment issue due

description date date %
Group Assignment Week 4 Week
a. Presentation 12-14 (30
%)
10%

class test Week 8

20%
20%
group presentation week 12
10%
to 14
30%
 Group assignment week 12
Final Exam to week 40%
14
Week
16
TOTAL 100
%

13.0 ASSESSMENT CRITERIA

Process of grading and criteria used to determine the grades,

passes and high distinctions.

14.0 SPECIFIC CRITERIA

 Each assignment will be handed out with the project brief and
will vary, depending on the teaching and learning objectives of
the specific assignment.
 Each student will receive a completed assessment sheet back
with their marks, thereby giving student feedback on each set
criterion and the project as a whole.
 Marks for each project will be posted on the Bulletin Board
with student number within 2 weeks of hand-in dat.

CORPORATE LAW BLAW 3101

MODULE DETAILS

Course Location : Cyberjaya

Program Name : BBA, Bachelor of Business Administration (Hons)
BAF, Bachelor of Business (Hons) in Accounting
BIB, Bachelor of Business (Hons) in International
Business
Semester :5
No. of assignments : 1 group assignment
Lecturer Name : s.santhi
Contact Number :
Portfolio : N/A
Venue : class room 18
Day : Thursday and Friday
Time : 05.00pm –08.00

Topics

1. Lifting the veil - Where the courts disregard the corporate veil
for some reason and do not consider the rights and liabilties
in complete isolation from those of its members . This term
tends to be used interchangeably with ‘ piercing the veil  ’’.
Discuss .

2. Derivative Action - An action which a minority shareholder may in

certain circumstances be permitted to bring on behalf of the
company in the interests of justice even then authorized by the
board though the action has not or by a general meeting of the
company.

3. Section 218 Circumstances in which company may be wound

by court

4 a Section 227 Appointment , style, etc of liquidators

4b Section 236 Powers of liquidator

5a Section 254 Circumstances in which company may be wound up

voluntarily
 5b Section 256 Effect of voluntary winding up

Topic 1

Lifting the veil - Where the courts disregard the corporate veil for some
reason and do not consider the rights and liabilties in complete isolation
from those of its members . This term tends to be used interchangeably
with ‘ piercing the veil  ’’. Discuss

Assessment
Question 1
5%

Introduction
This will include introduction on
company as a whole and
explanation on the separate legal
entity.

A detail analysis of separate legal

entity and when and how will the
corporate veil will be pierced.

Students are required to give 20%

examples of case laws to support
the above explanation

Conclusion :overall opinion about 5%

separate legal entity and company

Topic 2 Derivative Action - An action which a minority shareholder may in

certain circumstances be permitted to bring on behalf of the company in the
interests of justice even then authorized by the board , though the action has
not or by a general meeting of the company.
Assessment:

Introduction 5%
This will include introduction on
 what is minority shareholder and
how derivative action is related to
minority shareholders.

Contents
Question 2

A detail analysis on shareholders

rights and minority shareholders in 7%
relation to the corporation and when
and how do minority shareholders
are entitled to initiate a derivative
action against the company.

Students musty mention the case of

FOSS V HARBOTTLE and the 7%
exception to the case .

A detail outline of the case and the

rules must be discussed by the 6%
student .

5%
Conclusion :The protection
afforded to minority shareholder
must be emphasized .

Topic 3 .
Section 218 Circumstances in which company may be wound
by court

Assessment:

Introduction 5%
This will include introduction on
company law , Company’s Act 1965
and section 218 in general .

Contents

- Question 3

A detail outline of law and

procedure in relation to the above 20%
 section and when and why is the
Section used .The procedure to be
explained and the effectiveness of
the law i.e (section 218) and how
courts decide in relation to
company.

Conclusion : To stress whether 5%

section 218 is effective when
company decide to be wound up by
court .

Topic 4.
4 a Section 227 Appointment , style, etc of liquidators
4b Section 236 Powers of liquidator

Assessment:

Introduction 5%
This will include introduction on
company law , Company’s Act 1965
and section 227 and 236 in general

Contents

- Question 4

A detail outline of law and

procedure in relation to the above 20%
sections and when and why is the
Section used .The procedure to be
explained and the effectiveness of
the law. The problems faced by the
liquidators if any.

Conclusion : To state how section

227 and section 236 works and 5%
whether there is abuse of the
powers of the liquidator.

Topic 5 .
5a Section 254 Circumstances in which company may be wound up
voluntarily
 5b Section 256 Effect of voluntary winding up

Assessment:

Introduction 5%
This will include introduction on
company law , Company’s Act 1965
and section 254 and section 256 in
general .

Contents

- Question 3

A detail outline of law and

procedure in relation to the above 20%
section and when and why the
Sections are used .The procedure
to be explained and the
effectiveness of the law i.e (section
254 and 256) and how does section
218 differs from these two sections
in relation to company.
5%
Conclusion : To stress whether
section 254 and 256 makes it easier
for company to be wound up
voluntarily compared to when
company decide to be wound up by
court .