Corporate and

Business Law
(LW-GLO)
Syllabus and study guide
September 2023 to August 2024*

Designed to help with planning study and to

provide detailed information on what could be
assessed in any examination session

*Please note, any candidate sitting an exam on or before

12:00 GMT on Monday 18 September 2023 will be
examined under the 2022/23 syllabus. After this date,
exams will next be available to sit from 12:00 GMT on
Wednesday 20 September 2023. Any candidate sitting
an exam from this date onwards will be examined under
the 2023/24 syllabus.

1 © ACCA 2023-2024 All rights reserved

 Corporate and Business Law (LW-GLO)

Contents
1. Intellectual levels ...................................... 3
2. Learning hours and education recognition 3
3. The structure of ACCA qualification .......... 4
4. Guide to ACCA examination structure and
delivery mode ............................................... 5
5. Guide to ACCA examination assessment . 7
6. Relational diagram linking Corporate and
Business Law (GLO) with other exams ......... 8
7. Approach to examining the syllabus .......... 8
8. Introduction to the syllabus ....................... 9
9. Main capabilities ..................................... 10
10. The syllabus.......................................... 11
11. Detailed Study Guide ............................ 12
12. Summary of changes to Corporate and
Business Law (LW) (GLO) .......................... 16

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 Corporate and Business Law (LW-GLO)

1. Intellectual levels 2. Learning hours and

education recognition
The syllabus is designed to progressively
broaden and deepen the knowledge, skills
The ACCA qualification does not prescribe or
and professional values demonstrated by the
recommend any particular number of learning
student on their way through the qualification.
hours for examinations because study and
learning patterns and styles vary greatly
The specific capabilities within the detailed
between people and organisations. This also
syllabuses and study guides are assessed at
recognises the wide diversity of personal,
one of three intellectual or cognitive levels:
professional and educational
circumstances in which ACCA students find
Level 1: Knowledge and
themselves.
comprehension
Level 2: Application and analysis
As a member of the International Federation
Level 3: Synthesis and evaluation
of Accountants, ACCA seeks to enhance the
education recognition of its qualification on
Very broadly, these intellectual levels relate to
both national and international education
the three cognitive levels at which the Applied
frameworks, and with educational authorities
Knowledge, the Applied Skills and the
and partners globally. In doing so, ACCA aims
Strategic Professional exams are assessed.
to ensure that its qualification is recognised
and valued by governments, regulatory
Each subject area in the detailed study guide
authorities and employers across all sectors.
included in this document is given a 1, 2, or 3
To this end, the ACCA qualification is
superscript, denoting intellectual level, marked
currently recognised on the education
at the end of each relevant learning outcome.
frameworks in several countries. Please refer
This gives an indication of the intellectual
to your national education framework
depth at which an area could be assessed
regulator for further information.
within the examination. However, while level 1
broadly equates with Applied Knowledge,
Each syllabus is organised into main subject
level 2 equates to Applied Skills and level 3 to
area headings which are further broken down
Strategic Professional, some lower level skills
to provide greater detail on each area.
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.

3 © ACCA 2023-2024 All rights reserved

3. The structure of ACCA qualification

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 Corporate and Business Law (LW-GLO)

4. Guide to ACCA ACCA to focus on testing students’ technical

and application skills, rather than, for
examination structure and example, their ability to perform simple
delivery mode calculations.

Strategic Professional
The pass mark for all ACCA Qualification Essentials:
examinations is 50%. Strategic Business Leader is ACCA’s case
study examination at Strategic Professional
The structure and delivery mode of and from September 2023 is examined as a
examinations varies. closed book exam of 3 hours and 15 minutes,
including reading, planning and reflection time
Applied Knowledge which can be used flexibly within the
The Applied Knowledge examinations contain examination.
100% compulsory questions to encourage
candidates to study across the breadth of Pre-seen information for the Strategic
each syllabus. These are assessed by a two- Business Leader exam will be released two
hour computer based examination. weeks before the exam sitting. The pre-seen
information contains background and
Applied Skills contextual details in order for students to
The Corporate and Business Law exam is a familiarise themselves with the fictitious
two-hour computer-based objective test organisation that they will be examined on and
examination for English and Global. the industry in which it operates.

For the format and structure of the Corporate The Strategic Business Leader exam will
and Business Law or Taxation variant exams, contain new information in the form of exhibits
refer to the ‘Approach to examining the and students are required to complete several
syllabus’ section of the relevant syllabus and tasks. All questions are compulsory and each
study guide. examination will contain a total of 80 technical
marks and 20 professional skills marks.
The other Applied Skills examinations
(PM, TX-UK, FR, AA, and FM) contain a mix As this is a closed book exam, the pre-seen
of objective and longer type questions with a information is also available within the
duration of three hours for 100 marks. These examination.
are assessed by a three hour computer-based
exam. Prior to the start of each exam there Strategic Business Reporting is a three- hour
will be time allocated for students to be 15 minutes exam. It contains two sections
informed of the exam instructions. and all questions are compulsory. This exam
contains four professional marks.
The longer (constructed response) question
types used in the Applied Skills exams Options:
(excluding Corporate and Business Law) The Strategic Professional Options are all
require students to effectively mimic what they three hours and 15 minutes computer-based
do in the workplace. Students will need to use exams. All contain two sections and all
a range of digital skills and demonstrate their questions are compulsory.
ability to use spreadsheets and word
processing tools in producing their answers, All option exams contain a total of 80 technical
just as they would use these tools in the marks and 20 professional skills marks.
workplace. These assessment methods allow

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 Corporate and Business Law (LW-GLO)

The question types used at Strategic

Professional require students to effectively
mimic what they would do in the workplace.

These exams offer ACCA the opportunity to

focus on the application of knowledge to
scenarios, using a range of tools including
word processor, spreadsheets and
presentation slides - not only enabling
students to demonstrate their technical and
professional skills but also their use of the
technology available to today’s accountants.

Time management
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 producing their answer.

Time should be taken to ensure that all the

information and exam requirements are
properly read and understood.

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 Corporate and Business Law (LW-GLO)

5. Guide to ACCA
examination assessment

ACCA reserves the right to examine any

learning outcome contained within the study
guide. 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 most examinations (not tax), regulations

issued or legislation passed on or before 31
August annually, will be examinable from
when the new syllabus commences in
September of the following year. 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 terms ‘issued’ or ‘passed’ relate to when

regulation or legislation has been formally
approved.

The term ‘effective’ relates to when regulation

or legislation must be applied to 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.

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 Corporate and Business Law (LW-GLO)

6. Relational diagram linking Corporate and Business Law

(GLO) with other exams

This diagram shows links between this exam and other exams preceding or following it. Some
exams are directly underpinned by other exams. This diagram indicates where students are
expected to have underpinning knowledge and where it would be useful to review previous
learning before undertaking study.

7. Approach to examining the syllabus

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.

Examination Structure

The syllabus is assessed by a two-hour computer-based examination.

The examination consists of:

Section A

- 25 x 2 mark objective test questions 50%

- 20 x 1 mark objective test questions 20%

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 Corporate and Business Law (LW-GLO)

Section B

- 5 x 6 mark multi-task questions 30%

100%

All questions are compulsory.

8. Introduction to the syllabus

The aim of this syllabus is to develop knowledge and skills in the understanding of the general
legal framework within which international business takes place, and of specific legal areas
relating to business, recognising the need to seek further specialist legal advice where necessary.

Corporate and Business Law Global is divided into eight areas. The syllabus starts with an
introduction to different legal systems, different types of law and those organisations which
endeavour to promote internationally applicable laws. It also introduces arbitration as an
alternative to court adjudication. It then leads into an examination of the substantive law as stated
in UN Convention on Contracts for the International Sale of Goods, which relates to the formation,
content and discharge of international contracts for the sale of goods.

The syllabus then covers a range of specific legal areas relating to various aspects of international
business of most concern to finance professionals.

These are the law relating to the financing of international transactions, and the various legal
forms through which international business transactions may be conducted. Particular attention
is focused on the law relating to companies. Aspects examined include the formation and
constitution of companies, the financing of companies and types of capital, and the day–to-day
management, the administration and regulation of companies and legal aspects of insolvency
law.

The final section links back to all the previous areas. This section deals with corporate fraudulent
and criminal behaviour.

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 Corporate and Business Law (LW-GLO)

9. Main capabilities

On successful completion of this exam, candidates should be able to:

A Identify the essential elements of different legal systems including the main sources of law,
the relationship between the different branches of a state’s constitution, and the need for
international legal regulation, and explain the roles of international organisations in the
promotion and regulation of international trade, and the role of international arbitration as an
alternative to court adjudication

B Recognise and apply the appropriate legal rules applicable under the United Nations
Convention on Contracts for the International Sale of Goods, and explain the various ways
in which international business transactions can be funded

C Recognise different types of international business forms

D Distinguish between the 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

G Recognise the legal implications relating to insolvency law

H Demonstrate an understanding of corporate fraudulent and criminal behaviour

This diagram illustrates the flows and links between the main capabilities 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-GLO)

10. The syllabus F Management, administration and the

regulation of companies

A Essential elements of legal systems 1. Company directors

1. Business, political and legal systems 2. Other company officers

2. International trade, international legal 3. Company meetings and resolutions

regulation and conflict of laws
G Insolvency law
3. Alternative dispute resolution mechanisms
1. Insolvency and administration

B International business transactions H Corporate fraudulent and criminal

behaviour
1. Introduction to the UN Convention on
Contracts for the International Sale of 1. Fraudulent and criminal behaviour
Goods and ICC Incoterms

2. Obligations of the seller and buyer, and

provisions common to both

C Transportation and payment of

international business transactions

1. Transportation documents and means of

payment

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

2. Loan capital

3. Capital maintenance and dividend law

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 Corporate and Business Law (LW-GLO)

11. Detailed Study Guide b) Explain the role of the international courts
of trade including the International Court of
Arbitration.[1]
A Essential elements of legal
c) Explain and apply in detail the provisions
systems of the UNCITRAL Model Law on
International Commercial Arbitration.[2]
1. Business, political and legal systems
d) Describe the arbitral tribunal.[2]
a) Explain the inter-relationship of economic
and political and legal systems.[2]
e) Explain arbitral awards.[2]
b) Explain the doctrine of the separation of
powers and its impact on the legal B International business
system.[2] transactions
c) Explain the distinction between criminal 1. Introduction to the UN Convention on
and civil law.[1] Contracts for the International Sale of
Goods and ICC Incoterms
d) Outline the operation of the following legal
systems:[1] a) Explain the sphere of application and
i) Common law general provisions of the Convention.[1]
ii) Civil law
iii) Sharia law. b) Explain and be able to apply the rules for
creating contractual relations under the
2. International trade, international legal Convention.[2]
regulation and conflict of laws
c) Explain the meaning and effect of the ICC
a) Explain the need for international legal Incoterms.[1]
regulation in the context of conflict of
laws.[1] 2. Obligations of the seller and buyer, and
provisions common to both
b) Explain the function of international
treaties, conventions and model codes.[1] a) Explain and be able to apply the rules
relating to the obligations of the seller
c) Explain the roles of international under the Convention:[2]
organisations, such as the UN, the ICC, i) delivery of goods and handing
the WTO, the OECD, UNIDROIT, over documents
UNCITRAL and courts in the promotion ii) conformity of the goods and third
and regulation of international trade.[1] party claims
iii) remedies for breach of contract
3. Alternative dispute resolution by the seller.
mechanisms
b) Explain and be able to apply the rules
a) Explain the operation, and evaluate the relating to the obligations of the buyer
distinct merits, of court-based adjudication under the Convention:[2]
and alternative dispute resolution i) payment of the price
mechanisms.[2] ii) taking delivery
iii) remedies for breach of contract
by the buyer.

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 Corporate and Business Law (LW-GLO)

c) Explain and be able to apply the rules a) Define the role of the agent and give
relating to the provisions common to both examples of such relationships paying
the seller and the buyer under the particular regard
Convention:[2] to partners and company directors.[2]
i) breach of contract and in particular
anticipatory breach and instalment b) Explain the formation of the agency
contracts relationship.[2]
ii) damages
iii) interest c) Define the authority of the agent.[2]
iv) exemptions
v) effects of avoidance d) Explain the potential liability of both
vi) preservation of the goods. principal and agent.[2]

d) Explain and be able to apply the rules 2. Partnerships

relating to the passing of risk under the
Convention.[2] a) Demonstrate a knowledge of the
legislation governing the partnership, both
C Transportation and payment of unlimited and limited.[1]
international business b) Discuss the formation of a partnership.[2]
transactions
c) Explain the authority of partners in relation
1. Transportation documents and means to partnership activity.[2]
of payment
d) Analyse the liability of various partners for
a) Define and explain the operation of bills of partnership debts.[2]
lading.[1]
e) Explain the termination of a partnership,
b) Explain the operation of bank transfers.[1] and partners’ subsequent rights and
liabilities.[2]
c) Explain and be able to apply the rules of
UNCITRAL Model Law on International 3. Corporations and legal personality
Credit Transfer.[2]
a) Distinguish between sole traders,
d) Explain and be able to apply the rules of partnerships and companies.[1]
the UN Convention on International Bills
Of Exchange And International Promissory b) Explain the meaning and effect of limited
Notes.[2] liability.[2]

e) Explain the operation of letters of credit c) Analyse different types of companies,

and letters of comfort.[2] especially private and public companies.[1]

D Formation and constitution of d) Illustrate the effect of separate personality

business organisations and
the veil of incorporation.[2]
1. Agency law
e) Recognise instances where separate
personality will be ignored (lifting the veil
of incorporation).[2]

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 Corporate and Business Law (LW-GLO)

4. The formation and constitution of a d) Examine the effect of issuing shares at

company either a discount, or at a premium.[2]

a) Explain the role and duties of company 2. Loan capital

promoters, and the breach of those duties
and remedies available to the company.[2] a) Define companies’ borrowing powers.[1]

b) Explain the meaning of, and the rules b) Explain the meaning of loan capital and
relating to, pre-incorporation contracts.[2] debenture.[2]

c) Describe the procedure for registering c) Distinguish loan capital from share capital
companies, both public and private, and explain the different rights held by
including the system of streamlined shareholders and debenture holders.[2]
company registration.[1]
d) Explain the concept of a company charge
d) Describe the statutory books, records and and distinguish between fixed and floating
returns, including the confirmation charges.[2]
statement and the register of people with
significant control, that companies must e) Describe the need, and the
keep or make.[1] procedure for, registering company
charges.[2]
e) Analyse the effect of a company’s
constitutional documents.[2] 3. Capital maintenance and dividend law

f) Describe the contents of the model a) Explain the doctrine of capital

articles of association.[1] maintenance and capital reduction.[2]

g) Explain how the articles of association can b) Explain the rules governing the distribution
be changed.[2] of dividends in both private and public
companies.[2]
h) Explain the control over the names that
companies may or may not use.[2] F Management, administration
and regulation of companies
E Capital and the financing of
companies 1. Company directors

1. Share capital a) Explain the role of directors in the

operation of a company, and the different
a) Examine the different types of capital.[2] types of directors, such as executive/ non-
executive directors or de jure and de facto
b) Illustrate the difference between various directors, and shadow directors.[2]
classes of shares, including treasury
shares, the procedure for altering class b) Discuss the ways in which directors are
rights.[2] appointed, can lose their office and the
disqualification of directors.[2]
c) Explain allotment of shares, and
distinguish between rights issue and c) Distinguish between the powers of the
bonus issue of shares.[2] board of directors, the managing

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 Corporate and Business Law (LW-GLO)

director/chief executive and individual d) Explain administration as an alternative to

directors to bind their company.[2] liquidation.[2]

d) Explain the duties that directors owe to e) Explain the way in which an administrator
their companies, and the controls may be appointed, the effects of such
imposed by statute over dealings between appointment, and the powers and duties of
directors and their companies, including an administrator.[2]
loans.[2]
H Corporate fraudulent and
2. Other company officers
criminal behaviour
a) Discuss the appointment procedure
1 Fraudulent and criminal behaviour
relating to, and the duties and powers of, a
company secretary.[2]
a) Recognise the nature and legal control
b) Discuss the appointment procedure
over insider dealing .[2]
relating to,and the duties and rights of, a
company auditor, and their subsequent
b) Recognise the nature and legal control
removal or resignation.[2]
over market abuse.[2]
3. Company meetings and resolutions
c) Recognise the nature and legal control
over money laundering including the
a) Distinguish between types of
following policies, procedures and
meetings:general meetings and annual
controls: [2]
general meetings.[1]
i) risk management practices:
ii) internal controls:
b) Distinguish between types of resolutions:
iii) customer due diligence:
ordinary, special and written.[2]
iv) reliance and record keeping;
v) the monitoring and management of
c) Explain the procedure for calling and
compliance with, and the internal
conducting company meetings.[2]
communication of, such policies,
controls and procedures.
G insolvency law
d) Recognise the nature and legal control
1 Insolvency and administration over bribery.[2]
a) Explain the meaning of, and procedure e) Discuss potential criminal activity in the
involved, in voluntary liquidation, including operation, management and liquidation of
members’ and creditors’ voluntary companies, including the failure to prevent
liquidation.[2] the facilitation of tax evasion and the
meaning of relevant body .[2]
b) Explain the meaning of, the grounds for
and the procedure involved, in compulsory f) Recognise the nature and legal control
liquidation.[2] over fraudulent and wrongful trading. [2]
c) Explain the order in which company debts
will be paid off on
liquidation.[2]

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 Corporate and Business Law (LW-GLO)

12. Summary of changes to Corporate and Business Law

(LW) (GLO)

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.

16 © ACCA 2023-2024 All rights reserved