公司法和商法F4英文,陳佳佳

1、Syllabus for undergraduate of OUC Course name: Corporation and business law Course time： 48/3 Course teacher: Jiajia Chen 1 Course Overview The basic requirements of this course are as follows: Firstly, have a knowledge of the legal system and the court system; secondly, understand the formation of

2、contract and its effectiveness, the terms of contract, the remedies of the breach of the contract, the law of torts. Analyze specific cases and its methods. Thirdly, understand the company law, including the company formation constitution of a companyfinancing of companies、Legal implications of comp

3、anies in difficulty or in crisis. 2.Student Learning Outcomes After learning this courses, students could understand the UK legal system、the law of obligations employment law and the legal cases; they could also apply these laws to the real-life scenario. 3. Course Expectations (i) Attend class on t

4、ime, listen carefully and take active part in class discussion and exercises This course requires in-class exercises discussion and team presentation, in-class performance and attendance rate are part of the performance evaluation. (ii) Finish exercise and homework on time. All the homework are subm

5、itted in written form before deadline Any delay will require the permission of the lecturers (iii) Do some research on reading references and background materials, and most of them are finished by team 4. Assignments serial n umber theme time Main content Extracurricul ar practice A Essential elemen

6、ts of the legal system 5 1 .The English legal system Compare the differences of Criminal law and civil bw. The legal system compose the court system and the alternative system of tribunals 2 Sources of English law There are three sources of English law including case law)、legislation、statutory inter

7、pretation. 3 Human rights Much of this has now changed because of the HRA 199& The Act incorporates many of the Convention rights into English law and the overall effect is that persons can now sue the State in the English courts for breach of the incorporated rights. The case can still be taken to

8、the ECtHR 一 but only after proceedings in the English courts have been exhausted B The law of obligation s 15 1 Formation of contracts There are three key elements of a simple contract: (i)There must be an agreement reached by offer and acceptance(ii)There must be an exchange of consideration betwee

9、n the parties.(iii)The parties must have an intention to create legal relations between themselves 2. Terms of contract During the negotiation stage for a contract, both the offeror and offeree would make some statements, either orally or in writing, in relation to the contract. Some statements are

10、terms of contract, some are mere representations. 3. Breach of contract 4. The law of torts In Donoghue v Stevenson 1932, the court held that we owe a duty of care to our neighbours that you are to love your neighbour becomes in law you must not injure your neighbouf and ua person must take reasonab

11、le care to avoid acts or omissions which he reasonably foresees would be likely to injure his neighbour. 5. Professional negligence Professional negligence refers to the tortious liability of professionals, Discuss: Butler Tool Co.v. Ex-Cel1-0 Corp C Employment law 5 1 .Employment contract 2.Dismiss

12、al and redundancy Explain the formatioiu termination discharge of employment contract. Understand the right of employees including pay and equality time off work% maternity rights and health and safety According to Employment Rights Act 1996 protection, There is legislation which confers protection

13、and benefits upon employees under a analyzean employment contract contract of service D The formation andconstitution of business organization 5 1 Agency law The Formation of agency relationship includes express agreements implied agreement and agency by necessity: 2. Organizations and legal persona

14、lity The liability of the partners for partnership debts is joint and several. A company is a separate legal person. Upon incorporation of a company, a veil of incorporation is assumed to drop between the company and its shareholders, and the acts of the company are not regarded, from that moment on

15、, as the actions of its shareholders, so that shareholders are exempt from liability for the company，s actions 3. Company formation 4. Constitution of a company A company constitution constitutes a statutory contract. Discuss Fairchild v Glenhaven Funeral Services& Others 2002 E Capital and the fina

16、ncing of companies 5 1 Share capital Explain the share capital and loan capital. Distinguish loan capital from share capital 2 Borrowing and loan capital 3 Capital maintenance and dividend law This principle requires that a company shall not make payments out of capital to the detriment of company c

17、reditors Discuss Eleys case, Eleyv Positive Life Asssurance Company 1876 F Management, administration and regulation of companies 5 1 Company directors and other company officers 2 Company meetings and resolutions Discuss Hogg v Cramphorn 1967 G Legal implications of companies in difficulty or in cr

18、isis 5 A company in difficulty or in crisis (an insolvent company) basically has a choice of two alternatives: (i) To carry on with the business, using statutory methods to help remedy the situation (ii) To stop。many companies cannot be saved, and the members and directors are forced to take alterna

19、tive two, to stop operating the business through the company. Liquidation, sometimes called winding up； is when a company is formally dissolved and ceases to exist. Various methods of achieving liquidation are covered in the first three sections of this chapter Note though that a company does not ha

20、ve to be in financial difficulty to be liquidated H Governance andethical issues relating to business 3 1 .Corporate governance 2 Fraudulent behavior Explain insider dealing and market abuse, understand financial criminal is a worldwide issues requiring international cooperation 5. Books To Purchase

21、 (i ) Textbook FIA ACC A： Corporation and Business Law (ii ) Reference books 1 Jian Fan, Jianwen Wang(2011) , Company Lcixv, The Law Press 2. Xinxin Wang (2012), Company Lciw (2 rd edition) , China Renmin Univeisity Press 3. Junhai Liu (2012) .Modern Corporation Lciw. The Law Press. 4. Edward. J(199

22、9), Tort Law, The Law Press 5 Vincent R. Johnson ( 2004 ) .The Torts, China Renmin Univeisity Press 6. Grading Policy (1) Assessment methods： closed-book exam (2) The comprehensive scoring system： The comprehensive scoring system Ratio % 1. Homework after class , class discussion and ordinary perfor

23、mance 30 2 Final exam grade 50 Total 100 7. Academic Integrity Learning outcomes cannot be false, cheating on exams, stealing others、 duplicating reports for different courses are frauds. Academic citation must be made when citing othersopinion or comments. When the above behavior is found, the scho

24、ol will invalidate the academic performance 8.Outline Audit The dean Academic committee Course Calendar week time content Credit hours 1 9.19-9.25 1 .The English legal system Compare the differences of Criminal law and civil law. The legal system compose the court system and the alternative system o

25、f tribunals 2 .Sources of English law There are three sources of English law including case law) 、legislation、 、statutory interpretation. 3 2 9.26-10.2 Human rights Much of this has now changed because of the HRA 1998. 3 3 10.3-10.9 Formation of contracts There are three key elements of a simple con

26、tract: (i)There must be an agreement reached by offer and acceptance(ii)There must be an exchange of consideration between the parties.(iii)The parties must have an intention to create legal relations between themselves 3 4 10.10-10.16 Terms of contract During the negotiation stage for a contract, b

27、oth the offeror and offeree would make some statements, either orally or in writing, in relation to 什w contract. Some statements are terms of contract, some are mere representations. 3 5 10.17-10.23 Breach of contract 3 6 10.24-10.30 The law of torts In Donoghue v Stevenson 1932, the court held that we owe a duty of care to our neighbours that “you are to love