Business Law (Basic)

A. The Nigerian legal and court systems 5% 1. Identify and explain sources of Nigerian law. 2. Outline the distinction between civil law and criminal law. 3. Differentiate between case law and statutes. 4. Explain the hierarchy of courts in Nigeria. Understand principles, rules and laws relating to partnership and corporate entities: formation, floatation, management, winding up, receivership, corporate and professional criminal liabilities Understand the laws of commercial transactions and relate same to contract, agency, torts, sale of goods, insurance, banking, employment and trust relations and trust fund investment Discuss company and partnership laws for business operations and regulatory compliance Identify internal control system for ethical issues that attract corporate and professional criminal liabilities Understand laws on commercial transactions. Understand trust relationship, investment powers and accounting for trust funds. REGULATIONS AND EXAMINATIONS SYLLABUS FOR ICAN 47 5. Explain the application of virtual evidence in the Nigerian judicial system. 6. Explain the requirements of the Nigerian Cyber Security Act, 2015. 7. Explain the governing principles of the Nigerian Data Protection Regulation, 2019. B Partnership and business name, company and insolvency laws 35% 1. Partnership law and business name registration (a) Explain the nature as well as types of, and the differences between a partnership and a company. (b) Describe the process by which a partnership may be formed including the preparation of relevant documents. (c) Identify the procedure for management of a partnership including the rights and duties of partners, their relationship inter se and with third parties. (d) Describe when and how a partnership may be dissolved. (e) Explain formation, incorporation and legal personality as well as proper description of Limited Liability Partnership and Limited Partnership (LLP and LP), eligibility to be partners, liability of partners and limited partnership as well as limitations thereto, relationship of partners, changes in partners and partnership business. (f) Explain limited partnership accounts and audit, annual returns, and assignability of partners’ interest. (g) Explain investigation and litigation in limited partnership, limited liability partnership (LLP and LP), as well as criminal proceedings by the Attorney-General of the Federation. (h) Explain foreign limited partnership. (i) Explain winding up and dissolution of limited partnership (j) Explain business name registration, procedure and effect. 2. Company Law (a) Outline the composition and functions of the Corporate Affairs Commission. (b) Explain the functions and procedures of Administrative Hearing Committee of the Corporate Affairs Commission. (c) Describe the types of company, including single shareholder company and small company and their implications. (d) Explain the procedure for incorporation of a company, documents of incorporation and replacement of statutory declaration with statement of compliance with requirements of incorporation, preincorporation contracts, promoters and their duties. REGULATIONS AND EXAMINATIONS SYLLABUS FOR ICAN 48 (e) Explain the consequences of incorporation and lifting the veil of incorporation. (d) Describe the contents of a Memorandum and Articles of Association and how each can be amended. (k) Explain modes of raising capital for the company, the procedures for issue of shares, redeemable preference shares, and debentures (corporate bonds). (l) Identify and explain ways in which the capital of a company is maintained and preserved including laws relating to acquisition of own share by company and distribution of profits. (m) Explain giving of assistance by the company to shareholders to acquire own shares. (n) Identify the types of directors (o) State how directors may be appointed (including appointment of a single director and minimum independent non-executive directors, in applicable situations), re-appointed, removed or in any other way cease to hold office, and restriction of multiple directorship. (p) Outline the duties of directors including fiduciary and other duties. (q) Explain the powers of directors. (r) Explain proceedings of directors (s) State the consequences of a breach of duty by a director. (t) State the requirements for share transfer, transmission of shares and disclosure of ownership. (u) Explain how shareholders can influence the composition of the board, strategy or decisions of a company. (v) Meetings of shareholder and procedure for requisitioning meetings. (w) Identify the rights of shareholders to challenge the management of a company. (x) Explain issues of appointment, powers, functions and removal/resignation of a company secretary, including dispensation with appointment of company secretary by single shareholder company and small company. (y) Describe types of company meeting (statutory meeting, annual general meeting, extraordinary general meeting), notices required and resolutions, right to receive notice, right to attend and requisition meeting, voting at meetings, companies that need not hold annual general meeting, authority of private company and small company to hold virtual meetings. (z) Differentiate between ordinary, special resolutions and resolutions requiring special notice. (aa) Describe statutory books and practical issues that relate to record keeping and filing. (bb) Explain the duties, powers and responsibilities of a company auditor, outlining the basic steps of appointment, removal and resignation, small company exempted from audit (including the advantages and REGULATIONS AND EXAMINATIONS SYLLABUS FOR ICAN 49 disadvantages), composition and functions of audit committee, and certification of audit report by management. (cc) Explain the law on administration of companies, appointment of administrator and joint administrators, the roles of the court and directors in appointment of administrators, who may apply for appointment of administrator, functions of administrator, and effect of administration. (dd) Explain the modes and procedure for winding up of companies, committee of inspection, treatment of contributories and creditors, and effect of winding up (in outline). (ee) Explain arrangements, compromises and netting. 3. Law of Insolvency (a) Describe types of insolvency, power to appoint receivers and managers by the court and outside the court. (b) Explain the duties, powers and liabilities of receivers and managers, procedure after appointment, and enforcement of duty of receivers and managers (c) Outline the consequences of insolvency. (d) Explain nature of insolvency practice and the role of practitioners. (e) Explain the nature of and differences between fixed and floating charges. C. Criminal Law 10% Criminal law regulating businesses and professional accountancy practice 1. Distinguish among laws, ethics and ethical codes. 2. State the basic laws relating to theft, fraud and deception. 3. State the basic laws relating to bribery. 4. State the basic laws relating to money laundering. 5. Explain the basic laws relating to negotiable instruments. 6. Identify situations relating to data protection and computer misuse. 7. Outline electronic evidence. 8. Explain the role of an accountant as an expert witness in fraud cases including computer fraud. D. Law of commercial transactions 35% 1. Law of contract (a) Explain the nature, framework and types of contract. (b) Describe how a contract may be made emphasizing the elements of a valid contract and how it can be enforced. REGULATIONS AND EXAMINATIONS SYLLABUS FOR ICAN 50 (c) Explain vitiating elements and how a contract may be terminated as well as the remedies for breach of contract. (d) Describe the nature of e-contracts and outline how they can be enforced. 2. Agency (a) Explain the nature of an agency relationship. (b) Identify situations where agency exists. (c) Explain the duties, rights and legal capacity of an agent. 3. Law of torts (a) Explain the tort of negligence and damages for negligence, including professional negligence and its consequences. (b) Explain vicarious liability and passing off. 4. Sale of goods (a) Define goods. (b) Explain passing of property. (c) State the duties, rights and remedies of a seller and buyer. (d) Explain the duties and rights of a seller and buyer as well as elements of passing off in sale of property. 5. Hire purchase (a) Distinguish hire purchase from similar contracts. (b) State the mandatory contents of a Memorandum of hire purchase. (c) Explain the rights, duties and remedies of parties to a hire purchase contract. 6. Insurance Explain the nature of insurance contract, insurable interest, subrogation and contribution as well as assignment of policy. 7. Banking and negotiable instruments (a) Explain the duties of banks and other financial institutions. (b) Describe the powers and duties of the Central Bank of Nigeria (Reference to Central Bank Act as well as Banks and Other Financial Institutions Act. (c) Explain types of Negotiable Instrument and the duties and liabilities of parties to a bill of exchange. (d) Define bill of lading and explain its nature and operation. (e) Describe letter of credit and letter of comfort. E. Employment law 5% 1. Identify situations that give rise to employment contracts. REGULATIONS AND EXAMINATIONS SYLLABUS FOR ICAN 51 2. State the law relating to employment, including employment contracts, duties and rights, dismissal, unfair dismissal and other claims of the employee. F. Law of trusts and administration of estate 5% 1. Explain creation of trusts, the duties, powers, rights and accounts of trustees as well as the rights of beneficiaries. 2. Explain the investments authorized by the Trustee Investment Act. 3. Differentiate between executors and administrators and explain their duties. G. Alternative dispute resolution mechanisms 5% 1. Define alternative dispute resolution (ADR) mechanisms. 2. Explain the nature, operation, advantages and disadvantages of alternative dispute resolution mechanisms as against court-adjudicated disputes. 3. Explain arbitration and arbitral awards.