Corporate Law

SYLLABI – PART C Subject type: Core for the Zimbabwe Division’s Normal Qualifying Scheme

Aim Learning Syllabus topics Syllabus detailed content

outcomes
The aim of this subject is to Learning ► Sources of  Statutes and secondary legislation
provide a thorough Outcome 1 corporate law  Case law
understanding of the  The international laws
sources of legal frameworks On successful  Legal traditions and systems
relevant to corporate law completion of this  Federal/state laws and self-regulation
and the key specific subject, you will be
provisions (sections) of able to:
corporate law, across the Conceptualise
various structures, knowledge of the
management and theories and
performance of business principles related to
entities. the structure and
regulation of
commercial
organisations.

(Weighting: 15%)
Aim Learning Syllabus topics Syllabus detailed content
outcomes
The aim of this subject is to Learning ► Nature and  Types of corporate entities recognised by a jurisdiction,
provide a thorough Outcome 2 structure of a including unincorporated bodies (associations and not-for-profit
understanding of the sources corporate body, charities)
contrasting with  Partnerships, joint-ventures, sole traders etc.
of legal frameworks relevant On successful
other business
to corporate law and the key completion of this  Promoters and pre-incorporation contracts
entities and
specific provisions (sections) subject, you will be establishment of
of corporate law, across the able to: business entities.
various structures, Give a reasoned
management and opinion on the
performance of business legal structures
entities. available to a
variety of types of
organisations and
their
appropriateness.

(Weighting: 15%)
Aim Learning Syllabus topics Syllabus detailed content
outcomes
The aim of this subject is to Learning ► Nature and  Formation and registration of companies:
provide a thorough Outcome 3 structure of a  Procedures/documents
corporate body,
understanding of the  Role of the registrar
contrasting with
sources of legal frameworks On successful
other business  Certificate of incorporation
relevant to corporate law completion of this entities and  Choice of the company name
and the key specific subject, you will establishment of
provisions (sections) of be able to: business entities.
corporate law, across the Critically appraise
various structures, the legal and
management and other issues
performance of business arising in complex
entities. scenarios and
apply relevant law
such as under the
relevant
legislation in
jurisdiction.

(Weighting: 15%)
Aim Learning Syllabus topics Syllabus detailed content
outcomes
The aim of this subject is to Learning ► Nature and  Separate legal personality
provide a thorough Outcome 4 structure of a  The veil of incorporation
understanding of the sources On successful corporate body,  Lifting the veil of incorporation
contrasting with
of legal frameworks relevant completion of this
other business
to corporate law and the key subject, you will be entities and
specific provisions (sections) able to: Critically establishment of
of corporate law, across the examine the business entities.
various structures, impact of the
management and external regulatory
performance of business environment on
entities. the structure of
commercial
organisations.

(Weighting: 10%)
Aim Learning Syllabus topics Syllabus detailed content
outcomes
The aim of this subject is to Learning ► Consequences of  The criminal and civil liability of a company,
provide a thorough Outcome 5 incorporation  Shareholder liability and company liability, corporate groups
understanding of the On successful
sources of legal frameworks completion of this
relevant to corporate law subject, you will be  Corporate constitution under statute, including the
► The constitution of
and the key specific able to: a company memorandum and the articles of association, content, model
provisions (sections) of Demonstrate articles, the statutory contract, alteration of the constitution,
corporate law, across the appropriate shareholder agreements, class rights in the articles
various structures, judgement on  Powers and mission statements
management and presenting advice
performance of business on structural and
entities. legal issues in a
relevant form. ► Company contracts  Executing company contracts, company capacity, common
(Weighting: 20%)
law and statutory assumptions for the authority of agents to
bind the company
Aim Learning outcomes Syllabus topics Syllabus detailed content
The aim of this subject Learning Outcome ► Decision making by  The board of directors requirements with respect to
is to provide a 6 boards, management appointment, duties, management
thorough On successful and shareholders  Decision-making via general meetings, board meetings and the
understanding of the completion of this basic conduct of meetings
sources of legal subject, you will be  Role of the company secretary
 Officers and directors’ legal duties and liabilities
frameworks relevant to able to: Exercise
corporate law and the appropriate
key specific provisions judgement on  Raising capital from the public:
(sections) of corporate presenting advice on ► Capital and  Role of the prospectus and listing particulars, content and the
law, across the various structural and legal membership general duty of disclosure, misleading content and remedies
structures, issues in a relevant  How to become a member, share certificates, the members’
management and form. register, transfer and transmission of shares etc.
performance of (Weighting: 15%)  Protection of shareholders’ rights
business entities.
 Types of shares
► Shares and class
rights  Class rights
 Variation of class rights
 Alteration of share capital
 Issue shares
 Payment for shares
 Premiums and discounts
 Statutory pre-emption rights

► Capital maintenance  Doctrine of capital maintenance

 Share capital reductions
 Purchase and redemption of a company’s own shares
 Dividends and liability for improperly paid dividends
 Prohibition on financial assistance

► Loan/debt capital  Types of debt capital, including debentures and other personal
property debt
 Instruments and types of financial security, such as fixed and
floating charges or personal property
Aim Learning outcomes Syllabus topics Syllabus detailed content
The aim of this subject Learning Outcome ► The regulation of  Insider dealing/trading and market manipulation
is to provide a 7 market abuse,  Criminal offenses
thorough On successful takeovers/ mergers  Inside information, insiders, defences and criminal penalties
understanding of the completion of this
and the role of  The civil regulatory regime and civil penalties
regulators
sources of legal subject, you will be
 Basic understanding of the rules of takeovers and
frameworks relevant to able to: Exercise
mergers/acquisitions on securities markets
corporate law and the appropriate
 The most common regulators within the domestic
key specific provisions judgement on jurisdiction and the international environment a corporate
(sections) of corporate presenting advice on body is likely to encounter
law, across the various structural and legal
structures, issues on a relevant  Overview of companies in financial trouble, administration,
► Insolvency and receivership and liquidations
management and form. liquidations
performance of
business entities. (Weighting: 10%)
 Guide for developers, training providers and examiners

Teaching & Learning Approach

LO1. Content to be delivered through a textbook or study manual supplemented by classroom deliveries, webinars, etc.
LO2 and LO3. Content to be presented or acquired through a textbook or study manual which can be supplemented by readings such as journal
articles or extracts from textbooks and classroom tuition, webinars, etc.
LO4. Review of the detailed content through a textbook or a study manual covering the syllabus topics which can be supplemented through
webinars, classroom tuition etc.
LO5 and LO6, LO7. Content to be delivered through a textbook or study manual supplemented by classroom deliveries, webinars, etc.
Corporate law is a well-defined area in each jurisdiction and as such there are already leading textbooks aimed at the accountant/business
manager rather than practising lawyer.
These books would be the ideal basis of the materials and then each jurisdiction might provide additional resources (online, classes, specialist
notes and problem questions, to complement the textbook).
rd
The model book for UK is Mayson, French & Ryan on Company Law (33 edition, 2016) OUP.
th
For Australia, the leading textbook is Harris, Hargovan & Adams, Australian Corporate Law (5 edition, 2016) Lexis Nexis: Butterworths.
Other Jurisdictions will have a similar leading corporate law textbook aimed primarily at business school students rather than future lawyers.
Assessment
Assessment must include a three-hour written examination, which must be passed, for each subject. Coursework (assessment of assignments
other than examinations) is permitted. Divisions may require a coursework element of up to 30% of the overall mark or grade.

Recommended approach if incorporating coursework:

 30% coursework project (take-home assignment) – problem questions requiring advice to cover Learning Outcomes 1, 2, 5.
 Problem question with various parts, requiring analyses and advice to the company or board.
 70% final examination covering Learning Outcomes 2, 3, 4, 5.

Final exam should have five problem questions to cover the field of content and combining at least two areas of content under each question.
Exam should require problem-solving, identification and application of legal principles (with some authority) and advice to relevant parties.
Recommended pre-requisites
There are no compulsory prerequisites, such as a requirement to have taken particular preparatory or degree programmes or other subjects. Nor
is there a required order in which subjects are taken. Each subject outline may give recommendations and Divisions may provide advice to
candidates. Relevant work experience is always recommended.
It is assumed that all candidates have a fundamental understanding of legal frameworks within their jurisdiction (legislation, case law, Roman-
Dutch law, civil codes, federal/state laws, court system, commercials laws – contracts-torts etc). This material is covered in all undergraduate
business degrees.

If a student has not undertaken an undergraduate business or similar degree, without any business law, the candidate should undertake a course
of study to cover the elements of basic content, to equip them with the concepts and terms of basic business law. Each jurisdiction would have a
series of alternative textbooks to cover such material.
Recommended Texts
-Corporate Law(2017), by Masinire, Richard, Published by ICSAZ
-A guide to the principle and procedure of the Companies registration offices in Zimbabwe.(1996), by ICSAZ, Published by ICSAZ
-Companies Act Chapter [24:03], by Government of Zimbabwe, Published by Government of Zimbabwe
-Private Business Corporations Act [24:11], by Government of Zimbabwe, Published by Government of Zimbabwe
Competency framework
The qualifying scheme overall through the subjects within it is designed to provide both knowledge and understanding and competence and skills
and relevant to the intended designation. The competency framework for ICSA professionals has three key competencies:
 I behave professionally. Dimensions: personal presentation, good judgement, oral and written communication skills, analytical skills.
 I behave with integrity. Dimensions: independence, ethical code, alertness to conflict of interest, assertiveness, conflict management.
 I behave effectively with others. Dimensions: team-working, leadership, influencing skills, negotiating skills, diplomacy.

Competence is developed in the workplace through professional practice and through effective teaching, learning and assessment of the subjects
in the qualifying scheme.

The final section of the subject outline maps the learning outcomes of the subject to the competencies in the competency framework.
 Mapping of learning outcomes to competencies
Subject:
Corporate Law
Competence Dimension Learning Learning Learning Learning Learning Learning Learning
Outcome 1 Outcome 2 Outcome 3 Outcome 4 Outcome 5 Outcome 6 Outcome 7

Professional Personal
Behaviour Presentation
Good Judgement
Oral and written
communication
skills
Analytical skills

Integrity Independence
Ethical code
Alertness to
conflict of interest
Assertiveness
Conflict
management

Effective Team-working
behaviour
with others Leadership
Influencing skills
Negotiating skills
Diplomacy