June 2018

to
March 2019

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

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)(MYS) 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) (MYS)

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) (MYS)

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

© ACCA 2018-2019 All rights reserved.

 Corporate and Business Law (LW) (MYS)

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) (MYS)

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 May
annually, will be examinable from 1 June
of the following year to 31 May 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.

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 Corporate and Business Law (LW) (MYS)

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

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 Corporate and Business Law (LW) (MYS)

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

A Identify the essential elements of the Malaysian 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

G Recognise the legal implications relating to insolvency and corporate

restructuring

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) (MYS)

Rationale

Corporate and Business Law is

essentially divided into eight areas. The
syllabus starts with an introduction to the
overall Malaysian legal system
such as the court system and sources of
law. It then leads into the area of the law
of obligations including contract and tort,
which underpin business transactions
generally.

The syllabus then covers a range of

specific legal areas relating to various
aspects of business of most concern to
finance professionals. These are the law
relating to employment and the law
relating to companies. These laws
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 and
corporate restructuring.

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) (MYS)

3. Corporations and legal personality

Detailed syllabus 4. Company formation and constitution
of a company
A Essential elements of the
Malaysian legal system
E Capital and the financing of
1. Law and the legal system companies

2. Sources of law 1. Share capital

2. Loan capital
B The law of obligations
3. Capital maintenance and dividend
1. Formation of a contract law

2. Content of contracts
F Management, administration and
3. Discharge of contract. breach of regulation of companies
contract and remedies
1. Company directors
4. The law of tort and
professional negligence 2. Other company officers

3. Company meetings and resolutions

C Employment law

1. Contract of employment G Insolvency and corporate

restructuring
2. Dismissal and redundancy
1. Liquidation of companies

D The formation and constitution of 2. Corporate restructuring

business organisations

1. Law of agency H Corporate fraudulent and criminal

behaviour
2. Conventional partnerships and
limited liability partnerships 1. Fraudulent and criminal behaviour

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 Corporate and Business Law (LW) (MYS)

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 on the paper- based multi-task questions
with analysis referring to cases or examples. There is no need to detail the facts of
the case. Remember, it is the point of law that the case establishes that is important,
although knowing the facts of cases can be helpful as sometimes questions include
scenarios based on well-known cases. Further it is not necessary to quote section
numbers of Acts.

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 Corporate and Business Law (LW) (MYS)

Study Guide
b) Explain the fundamental rules
governing an offer, including the
A. Essential elements of the distinction between an offer and an
invitation to treat.[2]
malaysian legal system
c) Explain the fundamental rules
1. Law and the legal system
governing acceptance.[2]
a) Explain the definition of law and
d) Explain the meaning of, and the
types of law.[1]
need for, consideration and the
exceptions to the need for
b) Explain the reception and application
consideration.[2]
of English Law in Malaysia.[1]
e) Explain adequacy and sufficiency of
c) Explain the hierarchy, structure and
consideration.[2]
operation of the courts.[1]
f) Explain the doctrine of privity and its
2. Sources of law
application in Malaysia.[2]
a) Explain the various sources of law in
g) Explain the concept of intention to
Malaysia.[1]
create legal relations and the
relevant presumptions that apply.[2]
b)) Explain what is meant by case law
and precedent including the
h) Explain the concept of capacity to
importance and operation of the
contract and the effect of contracts
doctrine of binding judicial
entered into by those without such
precedent.[2]
capacity.[2]
c) Explain legislation and delegated
i) Distinguish between void and
legislation including the process by
voidable contracts and state the
which law is passed by parliament
main circumstances when a contract
as well as the rationale for,
may become void or voidable.[2]
advantages and disadvantages of
delegated legislation.[1]
2. Content of contracts
d) Explain the rules and presumptions
a) Distinguish terms from
used by the courts in interpreting
representations.[1]
statutes.[1]
b) Define the various contractual terms
e) Explain the concept and impact of
and explain their effect.[1]
human rights law and describe what
constitutes human rights.[1]
c) Explain exclusion clauses, their
nature, effect and control.[2]
B THE LAW OF OBLIGATIONS

1. Formation of a contract

a) Analyse the nature of a simple

contract.[2]

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 Corporate and Business Law (LW) (MYS)

3. Discharge of contract, breach of b) Explain the main rights and duties

contract and remedies placed on the employer and
employee under statute.[2]
a) Explain the ways in which a contract
may be discharged.[2] 2. Dismissal and redundancy

b) Explain the meaning and effect of a) Explain the concepts of termination,

breach of contract.[2] dismissal, redundancy and lay-off,
including constructive dismissal.[2]
c) Explain the types of remedies
available for breach of contract.[2] b) Discuss the remedies available to
those who have been unjustifiably
d) Explain the rules relating to the dismissed.[2]
award of damages.[2]
D The formation and
e) Explain the equitable remedies for
breach of contract and their effect.[2]
constitution of business
organisations
4. The law of torts and professional
negligence 1. Law of agency

a) Explain the meaning of tort.[1] a) Define the role of the agent and give
examples of such relationships
b) Identify the major torts.[1] paying particular regard to partners
and company directors.[2]
c) Explain the tort of negligence
including the duty of care and its b) Explain the formation and
breach.[2] termination of the agency
relationship.[2]
d) Explain the meaning of causation
and remoteness of damage.[2] c) Discuss the authority of an agent.[2]

e) Discuss defences to an action in d) Discuss the rights, duties and

negligence.[2] liabilities of a principal and an
agent.[2]
f) Explain the concept of professional
negligence. [2] 2. Conventional partnerships and
limited liability partnerships
g) Explain and analyse the duty of care
of accountants and auditors.[2] a) Demonstrate a knowledge of the
legislation governing a conventional
C Employment law partnership and a limited liability
partnership.[1]
1. Contract of employment
b) Discuss the formation of both a
conventional and a limited liability
a) Distinguish between employees and
partnership.[2]
the self-employed and explain the
difference between a contract of
c) Discuss the nature of the
service and a contract for services.[2]
relationship among partners and

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 Corporate and Business Law (LW) (MYS)

their duties towards one another in a c) Identify and distinguish different

conventional partnership.[2] types of companies, especially
public and private companies.[1]
d) Explain the authority of partners in
relation to partnership activity in a d) Illustrate the effect of separate legal
conventional partnership.[2] personality and the veil of
incorporation.[2]
e) Explain the liability of various
partners for partnership debts and e) Recognise instances where
liabilities in a conventional separate personality will be ignored
partnership.[2] (Lifting the veil of incorporation).[2]

f) Explain the termination of a 4. The formation and constitution of

conventional partnership.[2] a company

g) Explain the fundamental a) Describe the procedure for

characteristics of a limited liability registering companies, both public
partnership, e.g. separate legal and private.[1]
personality and limited liability.[2]
b) Explain the role and duties of
h) Describe the procedure for formation company promoters, and the
and registration of a limited liability remedies available to the company
partnership.[1] for the breach of those duties.[2]

i) Explain the management of a limited c) Explain the meaning of, and the
liability partnership.[2] rules relating to, pre-incorporation
contracts.[2]
i) Discuss the conversion of
conventional partnerships and d) Describe the statutory books,
private companies to limited liability records and returns that companies
partnerships. [2] must keep or make.[1]

k) Explain the winding up, dissolution e) Explain what is the constitution of a

and striking off procedure of a company and the need for it, if any.
limited liability partnership.[2] [2]

3. Corporations and legal f) Analyse the effect of a company’s

personality constitution..[2]

a) Distinguish between companies, g) Explain the alteration of the

conventional partnerships, limited constitution of a company (including
liability partnerships and sole the restrictions on such alteration).[2]
proprietorships.[1]

b) Explain the meaning and effect of

limited liability.[2]

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 Corporate and Business Law (LW) (MYS)

E Capital and the financing b) Discuss how a company may effect

a reduction of capital.[2]
of companies
c) Discuss the prohibition on the power
1. Share capital
of companies to purchase their own
shares and to give financial
a) Examine the different types of
assistance for the purchase of their
capital.[1]
own shares and the exceptions to
it.[2]
b) Illustrate the difference between
various classes of shares.[1]
d) Explain the rules governing the
distribution of dividends in both
c) Explain the procedure for altering
public and private companies.[2]
class rights and the protection
afforded to holders of class rights.[2]
F Management,
2. Loan capital administration and
regulation of companies
a) Explain the regulation of companies’
borrowing powers under statute.[1] 1. Company directors
b) Explain the meaning of loan capital a) Explain the role of the directors in
and debentures.[2] the operation of a company and
different types of directors, such as
c) Distinguish between loan capital and executive/non-executive and de jure
share capital.[2] and de facto directors.[1]
d) Explain the concept of a company b) Discuss the ways in which directors
charge, the differences between are appointed, the restrictions on
fixed and floating charges and why appointment of directors,
the floating charge is a vulnerable qualifications and disqualifications of
form of security.[2] directors, the removal of directors
and their rights upon removal.[2]
e) Describe the need, and procedure,
for registering company charges c) Distinguish between the powers of
including the effect of the certificate the board of directors, the managing
of registration.[2] director/chief executive and
individual directors to bind their
f) Explain the effect of non-registration company.
of registrable charges.[2]
d) Explain:
g) Explain the main rules regarding (i) the fiduciary duties (including
priority of charges.[2] duties of disclosure) and the
duties of care, skill and diligence
3. Capital maintenance and dividend that directors owe to their
law companies under common law
and statute;
a) Explain the doctrine of capital (ii) the application of the business
maintenance.[2] judgment rule;

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 Corporate and Business Law (LW) (MYS)

(iii) the prohibition on companies and the effects of the

giving loans to directors and commencement.[2]
connected persons and the
exceptions thereto; and b) Explain the meaning of, and
(iv) the statutory rules that regulate procedure involved in, compulsory
substantial property transactions liquidation including who may
between directors and petition for a compulsory winding up,
their companies.[2] the grounds for the petition, when a
compulsory winding up is deemed to
2. Other company officers have commenced and the effects of
a commencement of compulsory
a) Explain the qualifications and the winding up, and a winding up order
procedure for the appointment of a of the court.[2]
company secretary, the duties and
powers of a company secretary, and 2. Corporate restructuring
when a person may be disqualified
to act as a company secretary.[2] a) Examine the importance and
application of schemes of
b) Discuss the appointment and arrangement and reconstructions
removal procedure relating to, and under statute as an alternative to
the duties and powers of, a company winding up.[2]
auditor, and their subsequent
removal or resignation.[2] b) Discuss the role, duties and liabilities
of receivers and managers.[2]
3. Company meetings and
resolutions H Corporate fraudulent and
a) Distinguish between the different
criminal behaviour
types of company meetings.[1]
1. Fraudulent and criminal
behaviour
b) Explain the procedure for calling and
conducting company meetings.[1]
a) Recognise the nature of and legal
control over insider trading under
c) Explain the right of a member to
statute.[2]
appoint a proxy and the rights of a
proxy at a meeting.[1]
b) Recognise the nature of and legal
control over money laundering.[2]
d) Distinguish between the different
types of company resolutions.[2]
c) Recognise the nature and legal
control over corruption and bribery.[2]
G Insolvency and corporate
restructuring d) Discuss potential criminal activity in
the operation, management and
1. Liquidation of companies winding up of companies.[2]

a) Explain the meaning of, and e) Recognise the nature and legal
procedure involved in, voluntary control over fraudulent and wrongful
liquidation, including when winding trading.[2]
up is deemed to have commenced

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 Corporate and Business Law (LW) (MYS)

Summary of changes to Corporate and Business Law (LW)

(MYS)
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.

The areas where there have been amendments to the syllabus are shown in Table 1
below:

Table 1 – Amendments to LW MYS

Section and subject area Syllabus content

D4e) The formation and The constitution of a company rather

constitution of a company than the memorandum of
association
D4g) The formation and constitution The alteration of the constitution of a
of a company company rather than the
memorandum of association
F3a) Company meetings and Different types of company meetings
resolutions rather than annual general meetings,
extraordinary general meetings and
class meetings

The areas where there have been deletions from the syllabus are shown in Table 2
below:

Table 2 – Deletions from LW MYS

Section and subject area Syllabus content

D4f) The formation and The contents of the model articles of

constitution of a company association
D4h) The formation and The operation and application of the
constitution of a company ultra vires doctrine in Malaysia
E3b) Capital maintenance and The main rules relating to the issue
dividend law of shares at a discount or at a
premium
F1c) Company directors The application of the rule in Royal
British Bank v Turquand and its
exceptions

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Corporate and Business Law (LW) (MYS)

© ACCA 2018-2019 All rights reserved.